Common use of Initial Advance Clause in Contracts

Initial Advance. Borrower shall have delivered to Lender each of the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”): (a) executed originals of the Loan Documents and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such other documents as Lender may reasonably request.

Initial Advance. Borrower shall have delivered Upon execution and delivery of this Agreement by BNPPLC, an advance (the “Initial Advance”) will be made by BNPPLC to Lender each cover the cost of certain Transaction Expenses and other amounts described in this subparagraph. The amount of the followingInitial Advance, which will be included in form and substance satisfactory to Lender the Lease Balance, may be confirmed by a separate closing certificate executed by NAI as of the Effective Date. An arrangement fee (the date on which each “Arrangement Fee”), an initial administrative agency fee (an “Administrative Fee”) and upfront fees (the “Upfront Fees”) will all be paid from the Initial Advance (and thus be included in the Lease Balance) in the amounts provided in the Closing Letter. To the extent that BNPPLC does not itself use the entire the Initial Advance to pay such fees and Transaction Expenses incurred by BNPPLC, the remainder thereof will be advanced to NAI, with the understanding that NAI will use any such amount advanced for one or more of the following shall have been so delivered is referred to herein as purposes: (1) the payment or reimbursement of Transaction Expenses incurred by NAI and all “Effective Date”): (a) executed originals soft costs” incurred by NAI in connection with the planning, design, engineering, construction and permitting of the Loan Documents and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender; Construction Project; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i2) the Loan and other transactions evidenced by maintenance of the Loan DocumentsProperty; and or (ii3) the Warrant and transactions evidenced thereby; (c) certified copies payment of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered amounts due pursuant to the Loan Documents Operative Documents. (Before executing the separate closing certificate to confirm the Initial Advance, NAI will make a reasonable effort to determine all prior expenses incurred by it as described in clause (1) of the preceding sentence and to request an Initial Advance sufficient in amount to cover all such expenses in addition to the Warrant on behalf of Borrower, including, without limitationArrangement Fee, the chief financial officer of Borrower; (f) payment initial Administrative Fee, the Upfront Fees and all Transaction Expenses incurred by BNPPLC. However, no failure by NAI to identify and include all such expenses in the amount of the Facility Charge and requested Initial Advance will preclude NAI from requesting reimbursement of Lender’s current expenses reimbursable for the same through a subsequent Construction Advance as provided in Paragraph 4. Reimbursable Construction Period Costs to be paid or reimbursed pursuant to this Agreement, which amounts may Paragraph 4 will not be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up limited to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on those incurred after the Effective Date.), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such other documents as Lender may reasonably request.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender each of the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (a) executed originals of this Agreement, the Loan Documents Documents, the Warrant, Account Control Agreement(s), a legal opinion of Borrower’s counsel, Joinder Agreements, Guaranties, and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan Loans and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Facility Charge Fee and reimbursement of Lender’s current expenses reimbursable pursuant to this AgreementSection 11.11, which amounts may at Borrower’s election be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (jf) such other documents as Lender may reasonably request.

Initial Advance. Borrower On or prior to the Closing Date, Borrowers shall have delivered to Lender each Agent the following: (a) duly executed copies of the following, in form and substance satisfactory acceptable to Lender Agent: (i) this Agreement; (ii) the completed ACH Authorization; (iii) Account Control Agreements with respect to all Deposit Accounts and any accounts where Investment Property is maintained, as required by Section 7.12 hereof; (iv) a duly executed certificate of an officer of each Borrower certifying and attaching copies of (A) the Charter, certified as of a recent date on which each by the jurisdiction of organization of such Borrower as in effect as of the following shall have been so delivered is referred to herein Closing Date; (B) the bylaws, operating agreement or similar governing document of such Borrower, as in effect as of the “Effective Closing Date”): ; (aC) executed originals resolutions of such Borrower’s Board evidencing approval of the Loan and other transactions contemplated by the Loan Documents, as in effect as of the Closing Date; (D) resolutions of the holders of such Borrower’s Equity Interests in connection with the transactions contemplated by this Agreement as in effect as of the Closing Date, to the extent required by the applicable Organizational Documents; and (E) a schedule setting forth the name, title and specimen signature of officers or other authorized signers on behalf of each Borrower; (v) a duly executed certificate of an officer of Parent certifying and attaching copies of (A) the Charter, certified as of a recent date by the jurisdiction of organization of each Platform Company, as in effect as of the Closing Date; (B) the bylaws, operating agreement or similar governing document of each Platform Company; (C) copies of all Equity Documents in effect as of the Closing Date; and (D) a summary capitalization table of each Platform Company; (vi) a legal opinion of Borrowers’ counsel; (vii) any other Loan Documents; and (viii) all other documents and instruments reasonably required by Lender Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender Agent with respect to all Collateral. (b) all originals certificates evidencing Pledged Collateral pledged pursuant to Section 3.3, in all cases together with any transfer powers or other instruments of transfer, in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced therebyAgent; (c) certified copies of the Certificate of Incorporation all consents, waivers, notices and the Bylaws, as amended through the Closing Date, of Borrowerother documents set forth on Schedule 5.15(ii); (d) a certificate of good standing for each Borrower from its state jurisdiction of incorporation organization and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would could have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Facility Charge and reimbursement of Agent’s and Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (gf) Landlord Consents or Bailee Agreementsall certificates of insurance, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transitendorsements, and (ii) within 90 days copies of the Effective Date (or any subsequent Advance Date with respect each insurance policy required pursuant to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial AdvanceSection 6.2; and (jg) such other documents as Lender Agent may reasonably request. Notwithstanding the foregoing, to the extent any of the above closing conditions is set forth on Schedule 7.19, Borrowers may deliver the same when required to be delivered pursuant to Schedule 7.19.

Initial Advance. The Lenders shall not be required to make an Advance hereunder or issue a Facility Letter of Credit hereunder after the Agreement Execution Date, unless (a) Borrower shall, prior to or concurrently with such Advance or issuance, have paid all fees due and payable to the Lenders and the Administrative Agent hereunder, and (b) Borrower shall have delivered furnished to Lender each of the Administrative Agent, with sufficient copies for the Lenders, the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (ai) The duly executed originals of the Loan Documents Documents, including the Notes, payable to each of the Lenders, this Agreement, the Subsidiary Guaranty, and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderParent Guaranty; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (cA) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate Certificates of good standing for Borrower, the Parent Guarantor and each Subsidiary Guarantor, from the State of Delaware for Borrower from its state and the states of incorporation organization of the Parent Guarantor and similar each Subsidiary Guarantor, certified by the appropriate governmental officer and dated not more than sixty (60) days prior to the Agreement Execution Date, and (B) foreign qualification certificates from all for each Subsidiary Guarantor, certified by the appropriate governmental officer and dated not more than sixty (60) days prior to the Agreement Execution Date, for each other jurisdictions in which it does business and jurisdiction where the failure of such Subsidiary Guarantor to so qualify or be qualified would licensed (if required) is reasonably expected to have a Material Adverse Effect; (eiii) Copies of the formation documents (including code of regulations, if appropriate) of Borrower, the Parent Guarantor and the Subsidiary Guarantors, certified by an officer of Borrower, Parent Guarantor or such Subsidiary Guarantor, as appropriate, together with all amendments thereto, provided that a certificate of incumbency as to each officer no change from Borrower may be delivered if no changes have occurred in such documents since their delivery under the Original Credit Agreement; (iv) Incumbency certificates, executed by officers of Borrower who is ▇▇▇▇▇▇▇▇, Parent Guarantor and the Subsidiary Guarantors, which shall identify by name and title and bear the signature of the Persons authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to sign the Loan Documents and the Warrant to make borrowings hereunder on behalf of Borrower, includingupon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by ▇▇▇▇▇▇▇▇, without limitation, Parent Guarantor or any such Subsidiary Guarantor and provided further that a certificate of no change from Borrower may be delivered if no changes have occurred in such certificates since their delivery under the chief financial officer of BorrowerOriginal Credit Agreement; (fv) payment Copies, certified by a Secretary or an Assistant Secretary of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and each Subsidiary Guarantor, of the Facility Charge Board of Directors’ resolutions (and reimbursement resolutions of other bodies, if any are reasonably deemed necessary by counsel for any Lender’s current expenses reimbursable pursuant ) authorizing the Advances provided for herein, with respect to this AgreementBorrower, which amounts may and the execution, delivery and performance of the Loan Documents to be deducted from the initial Advanceexecuted and delivered by Borrower, Parent Guarantor and each Subsidiary Guarantor hereunder; (gvi) Landlord Consents A written opinion of ▇▇▇▇▇▇▇▇’s, Parent Guarantor’s and Subsidiary Guarantors’ counsel, addressed to the Lenders in form and substance as the Administrative Agent may reasonably approve; (vii) A certificate, signed by an officer of ▇▇▇▇▇▇▇▇, stating that on the initial Borrowing Date no Default or Bailee Agreements, Unmatured Default has occurred and is continuing and that all representations and warranties of Borrower are true and correct as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for Borrowing Date provided that such certificate is in fact true and correct; (viii) The most recent financial statements of ▇▇▇▇▇▇▇▇; (ix) Written money transfer instructions, in substantially the purchase form of International Based Financed Equipment without delivering to LenderExhibit E hereto, prior addressed to the disbursement Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested; (x) A Beneficial Ownership Certification, if Borrower qualifies as a legal entity customer under the Beneficial Ownership Regulation, which such Beneficial Ownership Certification shall also be delivered to any Lender that so requests in addition with any other “know your customer” information that such Lender requests; (xi) Delivery of such Advance, any Landlord Consents documents as the Administrative Agent may reasonably require to evidence compliance with the criteria for being an Eligible Unencumbered Property and the satisfaction of all requirements set forth in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (iSection 2.22(i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on Unencumbered Properties which are first being included in the Effective Unencumbered Property Pool as of the Agreement Execution Date), such International Based Financed Equipment is relocated to such foreign premises; (hxii) Delivery of a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect pro forma compliance certificate in the form of Exhibit C reflecting any covenant changes and any changes to the Financed Equipment purchased with the proceeds of the initial AdvanceUnencumbered Property Pool effected by this Agreement; and (jxiii) such Such other documents as any Lender or its counsel may have reasonably requestrequested, the form and substance of which documents shall be reasonably acceptable to the parties and their respective counsel.

Initial Advance. Borrower No Lender shall be required to make the initial Advance hereunder unless (x) the Borrowers have delivered to Lender each paid in full all Obligations under (and as defined in) the Original Credit Facility which would be due and payable upon termination of such Original Credit Facility, and the Aggregate Commitment (as defined in the Original Credit Facility) of the following, in form and substance satisfactory to Lender (the date on which each of the following lenders thereunder shall have been so delivered is referred terminated and (y) the Company has furnished or caused to herein as be furnished to the “Effective Date”):Agent with sufficient copies for the Lenders: (ai) Copies of the certificate of incorporation of the Company, together with all amendments, and a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of the Company, of its by-laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Loan Documents. (iii) An incumbency certificate, executed originals by the Secretary or Assistant Secretary of the Company, which shall identify by name and title and bear the signature of the officers of the Company authorized to sign the Loan Documents and all other documents to make borrowings hereunder, upon which certificate the Agent and instruments reasonably required the Lenders shall be entitled to rely until informed of any change in writing by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender;Company. (biv) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced A certificate, signed by the Loan Documents; Financial Officer of the Company, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and (ii) the Warrant and transactions evidenced thereby;is continuing. (cv) certified copies A certificate, signed by the Financial Officer of the Certificate of Incorporation Company, stating that on the initial Borrowing Date the representations and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions warranties contained in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents are true and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower;correct in all material respects. (fvi) payment A written opinion of the Facility Charge and reimbursement Company counsel, addressed to each of Lender’s current expenses reimbursable pursuant to this Agreementthe Lenders, which amounts may be deducted from in substantially the initial Advance;form of Exhibit "B-1" hereto. (gvii) Landlord Consents or Bailee Agreements, as applicable, for The Committed Notes payable to the premises where the Financed Equipment will, upon completion order of transit, be located; provided, that up to $3,750,000 each of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises;Lenders. (hviii) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such Such other documents as any Lender or its counsel may have reasonably requestrequested.

Initial Advance. Borrower shall have delivered to Lender each The obligations of the following, in form and substance satisfactory Lenders to Lender (fund their respective Funding Shares of the date on which each initial Advance under this Agreement are subject to the Companies’ fulfillment of the following shall have been so delivered is referred to herein as the “Effective Date”):conditions precedent: (a) the Agent shall have received (or be satisfied that it will receive by such deadline as the Agent shall specify) the following, all of which must be satisfactory in form and content to the Agent in its sole discretion: (1) this Agreement duly executed originals by all parties; (2) the Senior Credit Notes, each duly executed by the Companies; (3) UCC financing statements for the Collateral covered by this Agreement, each duly authorized by the Companies; (4) a current UCC search report of a UCC filings search in the offices of the Loan Documents Secretaries of State of the States of Delaware and Georgia; (5) copies of the Companies’ (i) certificate of incorporation certified by the Secretary of State of the State of Delaware and (ii) bylaws and all amendments certified by such its corporate secretary or assistant secretary; (6) certificates of existence or authority and good standing for HC and HMC issued by the Secretaries of State of Georgia and Delaware, respectively; (7) original resolutions of each Company’s board of directors, certified as of the date of the initial Advance by such Company’s corporate secretary, authorizing the execution, delivery and performance by such Company of this Agreement, the Senior Credit Notes and all other documents and instruments reasonably required Facilities Papers to be delivered by Lender such Company pursuant to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lenderthis Agreement; (b) certified copy 8) a certificate of resolutions of Borrowereach Company’s board of directors evidencing approval of corporate secretary as to (i) the Loan incumbency of the officers of the Company executing this Agreement, the Senior Credit Notes, each applicable Request for Borrowing and all other transactions evidenced Facilities Papers executed or to be executed by or on behalf of the Loan Documents; Company and (ii) the Warrant authenticity of their signatures — and transactions evidenced therebyspecimens of their signatures shall be included in such certificate or set forth on an exhibit attached to it — (the Agent and the Lenders shall be entitled to rely on that certificate until the Companies have furnished new certificates to the Agent), and certifying that attached to such certificate are true and correct copies of all amendments to such Company’s certificate of incorporation and bylaws since their inception); (c9) certified copies of an Officer’s Certificate for each Company dated the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 date of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering and certifying truthfully that, after giving effect to Lender, prior to the disbursement of such that Advance, no Default or Event of Default will exist under this Agreement and that there has been no material adverse change since the Statement Date in any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior Central Elements relative to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, HC and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premisesits Subsidiaries; (h10) a Consent Letter from each Incumbent Lendercopies of an errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy, or certificates in lieu of policies, providing such insurance coverage as is customary for members of the Companies’ industry, all in form and content reasonably satisfactory to the Agent; (i11) a Release Letter from each Incumbent Lender with respect favorable written opinion of counsel to the Financed Equipment purchased with Companies dated on or before the proceeds date of the initial Advance, addressed to the Lenders and the Agent and in form and substance reasonable satisfactory to the Agent and its legal counsel (a form containing opinions required to be included therein are set forth in Exhibit G, the opinions as to enforceability of the Facilities Papers and perfection of the Agent’s Lien in the Collateral must be issued by outside counsel to the Company); and (j12) such payment to the Agent of the Facility Fee (for deposit in the relevant Note Payment Account and Pro Rata distribution to the Lenders), the Custodian’s Fee and all other documents as Lender may reasonably requestfees and expenses (including the disbursements and reasonable fees of the Agent’s and the Lenders’ attorneys, subject to the limitation specified in Section 13(a)) of the Agent and the Lenders accrued and billed for to the date of the Companies’ execution and delivery of this Agreement.

Initial Advance. The Borrower may make a request ("Initial Advance --------------- --------------- Request") for the Lender to make the Initial Advance. If all conditions ------- contained in this Section are satisfied on or before the Closing Date for the Initial Advance, the Lender shall have delivered to Lender each make the Initial Advance on the Initial Closing Date or on another date selected by the Borrower and approved by the Lender. The obligation of the followingLender to make the Initial Advance is subject to the following conditions precedent: (a) Receipt by the Lender of the Initial Advance Request; (b) [Intentionally Deleted] (c) The delivery to the Title Company, for filing and/or recording in all applicable jurisdictions, of all applicable Loan Documents required by the Lender, including duly executed and delivered original copies of the Revolving Facility Note, a Base Facility Note, the Initial Security Instruments covering the Initial Mortgaged Properties and UCC-1 Financing Statements covering the portion of the Collateral comprised of personal property, and other appropriate instruments, in form and substance satisfactory to the Lender (and in form proper for recordation, as may be necessary in the date on which each opinion of the following shall have been so delivered is referred to herein as the “Effective Date”): (a) executed originals of the Loan Documents and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens created by the applicable Security Instruments and any other Loan Documents creating a Lien in favor of Lender with respect to the Lender, and the payment of all Collateraltaxes, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan fees and other transactions evidenced by the Loan Documents; charges payable in connection with such execution, delivery, recording and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrowerfiling; (d) If the Advance is a certificate Revolving Advance, the receipt by the Lender of good standing the first installment of Revolving Facility Fee for the Revolving Advance and the entire Discount for the Revolving Advance payable by the Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure pursuant to be qualified would have a Material Adverse EffectSection 2.04; (e) a certificate The receipt by the Lender of incumbency as the Initial Origination Fee pursuant to each officer of Borrower who is authorized to execute the Loan DocumentsSection 16.02(a), the WarrantInitial Due Diligence Fee pursuant to Section 16.03(a) to the extent calculated by Lender at such time (any portion of the Initial Due Diligence Fee not paid by the Borrower on the Initial Closing Date shall be paid promptly upon demand by Lender), all legal fees and expenses payable pursuant to Section 16.04(a) and all other documents legal fees and instruments to be delivered expenses payable in connection with the Initial Advance pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower;Section 16.04(b); and (f) payment The satisfaction of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents all applicable General Conditions set forth in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such other documents as Lender may reasonably requestArticle XI.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender each of the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (a) executed originals of this Agreement, the Loan Documents Documents, the Warrant, Account Control Agreement(s), a legal opinion of Borrower's counsel, Guaranties, and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender (provided Borrower shall have 5 business days from the Closing Date to deliver the Account Control Agreements to Lender); (b) certified copy of resolutions of Borrower’s 's board of directors evidencing approval of (i) the Loan Loans and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Facility Charge Fee and reimbursement of Lender’s 's current expenses reimbursable pursuant to this AgreementSection 11.15, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (jf) such other documents as Lender may reasonably request.

Initial Advance. The obligations of the Lenders hereunder shall not become effective, and the Lenders shall not be required to make the initial Advance hereunder or issue the initial Facility Letter of Credit hereunder, unless and until (a) the Borrower shall, prior to or concurrently therewith, have paid all fees due and payable to the Lenders and the Administrative Agent hereunder, and (b) the Borrower shall have delivered furnished to Lender each of the Administrative Agent, with sufficient copies for the Lenders, the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (ai) The duly executed originals of the Loan Documents Documents, including the Notes, payable to the order of each of the Lenders, and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lenderthis Agreement; (bA) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for the Borrower from its state the State of incorporation Maryland, certified by the appropriate governmental officer and similar dated not more than thirty (30) days prior to the Agreement Execution Date, and (B) foreign qualification certificates from all for the Borrower and certified by the appropriate governmental officer and dated not more than thirty (30) days prior to the Agreement Execution Date for each other jurisdictions in which it does business and jurisdiction where the failure of the Borrower to so qualify or be qualified licensed (if required) would have a Material Adverse Effect; (eiii) a certificate Copies of incumbency as to each the formation documents (including code of regulations, if appropriate) of the Borrower, certified by an officer of Borrower who is the Borrower, together with all amendments thereto; (iv) Incumbency certificates, executed by officers of the Borrower, which shall identify by name and title and bear the signature of the Persons authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to sign the Loan Documents and the Warrant to make borrowings hereunder on behalf of the Borrower, including, without limitation, upon which certificate the chief financial officer Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower; (fv) payment Copies, certified by a Secretary or an Assistant Secretary of the Facility Charge Borrower of the Board of Directors’ resolutions (and reimbursement resolutions of Lender’s current expenses reimbursable pursuant to this Agreementother bodies, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, if any are reasonably deemed necessary by counsel for the premises where Administrative Agent) authorizing the Financed Equipment willAdvances provided for herein, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased Borrower, and the execution, delivery and performance of the Loan Documents to be executed and delivered by the Borrower hereunder; (vi) A written opinion of the Borrower’s counsel, addressed to the Lenders in substantially the form of Exhibit F hereto or such other form as the Administrative Agent may reasonably approve; (vii) A certificate, signed by an officer of the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing, and no Material Adverse Effect has occurred and that all representations and warranties of the Borrower are true and correct as of the initial Borrowing Date provided that such certificate is in fact true and correct; (viii) The most recent financial statements of the Borrower in the form required under Section 6.1; (ix) UCC financing statement, judgment, and tax lien searches with respect to the Borrower from the State of Maryland and the State of Illinois; (x) Evidence that all upfront fees due to each of the Lenders under the terms of their respective commitment letters have been paid, or will be paid out of the proceeds of the initial AdvanceAdvance hereunder; and (jxi) such Such other documents as any Lender or its counsel may have reasonably requestrequested, the form and substance of which documents shall be reasonably acceptable to the parties and their respective counsel.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender each of Agent the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (a) executed originals copies of the Loan Documents Documents, Account Control Agreements required for Borrower to be in compliance with Section 7.18 on and after the Closing Date, a legal opinion of Borrower’s counsel, and all other documents and instruments reasonably required by Lender Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender Agent with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderAgent; (b) certified copy of resolutions of Borrower’s board of directors or other governing body evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Due Diligence Fee (to the extent not already paid), the Closing Facility Charge and reimbursement of Agent’s and Lender’s current expenses reimbursable pursuant to this Agreement, Agreement and which amounts may be deducted from have been invoiced to Borrower prior to the initial Advancedate hereof; (f) the Agreed Targeted Operating Results; (g) Landlord Consents or Bailee Agreementspayoff letter in form and substance reasonably satisfactory to Agent from Generate Lending, as applicableLLC with respect to the payoff and release of all security interest under the Indebtedness owed to Generate Lending, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, LLC prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Closing Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from with respect to each Incumbent Lender;Project, each of the following documents: (i) a Release Letter from each Incumbent Lender copies of all Project Documents; (ii) copies of all material documents entered into in connection with any Project; and (iii) such other material information regarding such Project as Agent may request; (iv) documentation satisfactory to Agent with respect to the Financed Equipment purchased with the proceeds “conversion” of the initial AdvanceGenerate Lending, LLC loan agreement to an Operating Lease; and (jv) such other documents as Lender Agent may reasonably request.

Initial Advance. The Lenders shall not be required to make an Advance hereunder or issue a Facility Letter of Credit hereunder after the Agreement Execution Date, unless (a) Borrower shall, prior to or concurrently with such Advance or issuance, have paid all fees due and payable to the Lenders and the Administrative Agent hereunder, and (b) Borrower shall have delivered furnished to Lender each of the Administrative Agent, with sufficient copies for the Lenders, the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (ai) The duly executed originals of the Loan Documents Documents, including the Notes, payable to each of the Lenders, this Agreement, the Subsidiary Guaranty, and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderParent Guaranty; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (cA) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate Certificates of good standing for Borrower, the Parent Guarantor and each Subsidiary Guarantor, from the State of Delaware for Borrower from its state and the states of incorporation organization of the Parent Guarantor and similar each Subsidiary Guarantor, certified by the appropriate governmental officer and dated not more than sixty (60) days prior to the Agreement Execution Date, and (B) foreign qualification certificates from all for each Subsidiary Guarantor, certified by the appropriate governmental officer and dated not more than sixty (60) days prior to the Agreement Execution Date, for each other jurisdictions in which it does business and jurisdiction where the failure of such Subsidiary Guarantor to so qualify or be qualified would licensed (if required) is reasonably expected to have a Material Adverse Effect; (eiii) Copies of the formation documents (including code of regulations, if appropriate) of Borrower, the Parent Guarantor and the Subsidiary Guarantors, certified by an officer of Borrower, Parent Guarantor or such Subsidiary Guarantor, as appropriate, together with all amendments thereto, provided that a certificate of incumbency as to each officer no change from Borrower may be delivered if no changes have occurred in such documents since their delivery under the Original Credit Agreement; (iv) Incumbency certificates, executed by officers of Borrower who is Borrower, Parent Guarantor and the Subsidiary Guarantors, which shall identify by name and title and bear the signature of the Persons authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to sign the Loan Documents and the Warrant to make borrowings hereunder on behalf of Borrower, includingupon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by Borrower, without limitationParent Guarantor or any such Subsidiary Guarantor and provided further that a certificate of no change from Borrower may be delivered if no changes have occurred in such certificates since their delivery under the Original Credit Agreement; (v) Copies, certified by a Secretary or an Assistant Secretary of Borrower, Parent Guarantor and each Subsidiary Guarantor, of the chief Board of Directors’ resolutions (and resolutions of other bodies, if any are reasonably deemed necessary by counsel for any Lender) authorizing the Advances provided for herein, with respect to Borrower, and the execution, delivery and performance of the Loan Documents to be executed and delivered by Borrower, Parent Guarantor and each Subsidiary Guarantor hereunder; (vi) A written opinion of Borrower’s, Parent Guarantor’s and Subsidiary Guarantors’ counsel, addressed to the Lenders in form and substance as the Administrative Agent may reasonably approve; (vii) A certificate, signed by an officer of Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing and that all representations and warranties of Borrower are true and correct as of the initial Borrowing Date provided that such certificate is in fact true and correct; (viii) The most recent financial officer statements of Borrower; (fix) payment Written money transfer instructions, in substantially the form of Exhibit E hereto, addressed to the Facility Charge Administrative Agent and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreementsigned by an Authorized Officer, which amounts together with such other related money transfer authorizations as the Administrative Agent may be deducted from the initial Advancehave reasonably requested; (gx) Landlord Consents or Bailee AgreementsA Beneficial Ownership Certification, if Borrower qualifies as applicablea legal entity customer under the Beneficial Ownership Regulation, for the premises where the Financed Equipment will, upon completion of transit, which such Beneficial Ownership Certification shall also be located; provided, delivered to any Lender that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement so requests in addition with any other “know your customer” information that such Lender requests; (xi) Delivery of such Advance, any Landlord Consents documents as the Administrative Agent may reasonably require to evidence compliance with the criteria for being an Eligible Unencumbered Property and the satisfaction of all requirements set forth in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (iSection 2.22(i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on Unencumbered Properties which are first being included in the Effective Unencumbered Property Pool as of the Agreement Execution Date), such International Based Financed Equipment is relocated to such foreign premises; (hxii) Delivery of a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect pro forma compliance certificate in the form of Exhibit C reflecting any covenant changes and any changes to the Financed Equipment purchased with the proceeds of the initial AdvanceUnencumbered Property Pool effected by this Agreement; and (jxiii) such Such other documents as any Lender or its counsel may have reasonably requestrequested, the form and substance of which documents shall be reasonably acceptable to the parties and their respective counsel.

Initial Advance. Borrower At or prior to the making of the initial extension of credit hereunder, the following conditions precedent shall also have been satisfied: (a) the Bank shall have received the following (and, with respect to all documents, each to be properly executed and completed) and the same shall have been approved as to form and substance by the Bank: (i) the Note; (ii) the Security Agreement from the Borrower and its Domestic Subsidiaries, together with (x) any financing statements requested by the Bank, and (y) certificates evidencing 100% of the equity interests of the Subsidiaries (other than Foreign Subsidiary voting stock) and 65% of the equity interests in Foreign Subsidiary voting stock, together with undated executed blank stock powers therefor; (iii) the Guaranty; (iv) evidence of the maintenance of insurance by the Borrower as required hereby or by the Collateral Documents; (v) copies (executed or certified as may be appropriate) of resolutions of the Board of Directors or other governing body of the Borrower and of each Domestic Subsidiary authorizing the execution, delivery, and performance of the Loan Documents; (vi) articles of incorporation (or equivalent organizational document) of the Borrower and of each Domestic Subsidiary certified by the appropriate governmental office of the state of its organization; (vii) by-laws (or equivalent organizational document) for the Borrower and for each Domestic Subsidiary certified by an appropriate officer of such Person acceptable to the Bank; (viii) an incumbency certificate containing the name, title and genuine signature of the Borrower’s Authorized Representatives; (ix) good standing certificates for the Borrower and each Domestic Subsidiary, dated as of a date no earlier than 30 days prior to the date hereof, from the appropriate governmental offices in the state of its incorporation or organization and in each state in which it is qualified to do business as a foreign organization; (x) a duly completed Internal Revenue Service Form W-9 for the Borrower and each Domestic Subsidiary; (xi) one or more pay-off and lien release letters from secured creditors of the Borrower and its Domestic Subsidiaries setting forth, among other things, the total amount of indebtedness outstanding and owing to them (or outstanding letters of credit issued for their account) and containing an undertaking to cause to be delivered to Lender each the Bank termination statements and any other lien release instruments necessary to release its Lien on all of their assets; and (xii) except to the extent waived in writing by the Bank, landlords’ lien waivers in connection with the Property of the following, Borrower located in leased premises; (b) legal matters incident to the execution and delivery of the Loan Documents and to the transactions contemplated hereby shall be satisfactory to the Bank and its counsel; and the Bank shall have received the favorable written opinion of counsel for the Borrower and the Guarantor in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”): (a) executed originals of the Loan Documents Bank and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced therebyits counsel; (c) certified copies the Bank shall have received financing statement, tax and judgment lien search results against the Property of the Certificate Borrower and its Domestic Subsidiaries evidencing the absence of Incorporation and the Bylaws, Liens on their Property except as amended through the Closing Date, of Borrowerpermitted by Section 8.8 hereof; (d) the Liens granted to the Bank under the Collateral Documents shall have been perfected in a certificate of good standing for Borrower from manner satisfactory to the Bank and its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect;counsel; and (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) Bank shall have received such other documents agreements, instruments, documents, certificates and opinions as Lender the Bank may reasonably request.

Initial Advance. Borrower shall have delivered At or prior to Lender each the making of the followinginitial extension of credit hereunder, in form and substance satisfactory to Lender (the date on which each of the following conditions precedent shall also have been so delivered is referred to herein as the “Effective Date”):satisfied: (a) the Bank shall have received the following (and, with respect to all documents, each to be properly executed originals and completed) and the same shall have been approved as to form and substance by the Bank: (i) the Note; (ii) the Security Agreement from the Borrower and its Subsidiaries, together with (x) any financing statements requested by the Bank, and (y) certificates evidencing 100% of the equity interests of the Domestic Subsidiaries, together with undated executed blank stock powers therefor; (iii) the Guaranties; (iv) evidence of the maintenance of insurance by the Borrower as required hereby or by the Collateral Documents; (v) copies (executed or certified as may be appropriate) of resolutions or meeting minutes of the Board of Directors or other governing body of the Borrower and of each Subsidiary authorizing the execution, delivery, and performance of the Loan Documents; (vi) articles of incorporation (or equivalent organizational document) of the Borrower and of each Guarantor certified by the appropriate governmental office of the state of its organization; (vii) by-laws (or equivalent organizational document) for the Borrower and for each Guarantor certified by an appropriate officer of such Person acceptable to the Bank; (viii) an incumbency certificate containing the name, title and genuine signature of the Borrower’s Authorized Representatives; (ix) good standing certificates for the Borrower and each Guarantor, dated as of a date no earlier than 30 days prior to the date hereof, from the appropriate governmental offices in the state of its incorporation or organization and in each state in which it is qualified to do business as a foreign organization and in which the failure to be so qualified could reasonably be expected to have a Material Adverse Effect; and (x) a duly completed Internal Revenue Service Form W-9 for the Borrower and each Domestic Subsidiary. (b) the Bank shall have received the initial fees called for hereby; (c) the Bank shall have received such valuations and certifications as it may require in order to satisfy itself as to the value of the Collateral, the financial condition of the Borrower and its Subsidiaries, and the lack of material contingent liabilities of the Borrower and its Subsidiaries; (d) legal matters incident to the execution and delivery of the Loan Documents and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or shall be satisfactory to create the Bank and perfect its counsel; and the Liens Bank shall have received the favorable written opinion of Lender with respect to all Collateral, in all cases counsel for the Borrower in form and substance reasonably acceptable satisfactory to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan Bank and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effectcounsel; (e) the Bank shall have received a Borrowing Base certificate in the form attached hereto as Exhibit B showing the computation of incumbency the Borrowing Base in reasonable detail as to each officer of Borrower who is authorized to execute the Loan Documentsclose of business on August 31, the Warrant2009, and all other documents indicating Eligible Receivables of the Borrower and instruments to be delivered pursuant to its Domestic Subsidiaries of at least $[**], and that the Loan Documents and total gross receivables of the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of BorrowerBorrower computed in accordance with GAAP is at least $[**]; (f) payment the Bank shall have received financing statement, tax and judgment lien search results against the Property of the Facility Charge Borrower and reimbursement its Subsidiaries evidencing the absence of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial AdvanceLiens on their Property except as permitted by Section 8.8 hereof; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior Liens granted to the disbursement of such Advance, any Landlord Consents Bank under the Collateral Documents shall have been perfected in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior a manner satisfactory to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, Bank and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises;its counsel; and (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) Bank shall have received such other documents agreements, instruments, documents, certificates and opinions as Lender the Bank may reasonably request.

Initial Advance. Lender shall not be obligated to make any portion of the Initial Advance available to Borrower unless and until Borrower shall have delivered to Lender each of the followingLender, in form and substance satisfactory to Lender and, as to any documents (unless otherwise indicated), dated the date on which Closing Date: 1. This Agreement, the Note and the Collateral Documents, the Hazardous Substances Indemnity Agreement(s), the Whitehall Indemnity, and all other Ancillary Agreements reasonably requested by Lender, in each case executed by Borrower and, as applicable, each Borrower Party (and any other party thereto other than Lender). 2. The payment to Lender of the following shall have been so a commitment fee of $1,030,255 (less any portion of Borrower's $300,000 good faith deposit applied thereto). 3. A Borrowing Date Certificate, duly executed and delivered is referred by Borrower. 4. Opinions of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel to herein as the “Effective Date”): (a) executed originals Borrower in respect of the Loan Documents governed by New York law and formation and authority matters regarding Borrower and the Borrower Parties; opinions of O'Melveny & ▇▇▇▇▇ LLP, counsel to Borrower in respect of the Collateral Documents governed by California law; opinions of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, counsel to Borrower in respect of the Collateral Documents governed by Florida law; and opinions of local counsel of Lender in each jurisdiction in which one or more Properties are located; in each case addressing such matters regarding the Borrower, each Borrower Party, the Loan, the Loan Documents and/or the Properties as Lender may reasonably specify. 5. A copy of the Partnership Agreement, and all other documents amendments thereto, certified as true and instruments reasonably required correct as of the Closing Date by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens general partner of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender;Borrower. (b) certified 6. A copy of resolutions Borrower's certificate of Borrower’s limited partnership from Delaware certified as of a recent date by the appropriate Governmental Authority. 7. Resolutions of the board of directors evidencing approval or board of managers (ias applicable) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate sole member of Incorporation and the Bylawsgeneral partner of Borrower, as amended through certified by an authorized officer or manager of such member within a recent date prior to the Closing Date, to be duly adopted and in full force and effect on such date, authorizing (a) the consummation of each of the transactions contemplated by this Agreement and the Loan Documents and Ancillary Agreements to which Borrower is a party and (b) specific managers or officers to execute and deliver this Agreement, the other Loan Documents and the Ancillary Agreements to which Borrower is a party. 8. Certificates of an authorized officer or manager of the sole member of general partner of Borrower; (d) , dated within a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where recent date prior to the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency Closing Date, as to each officer the incumbency of Borrower who is the officers or representatives of such member authorized by the company resolutions delivered to Lender (pursuant to paragraph (7) above) to execute the Loan Documentsand deliver this Agreement, the Warrantother Loan Documents and other Ancillary Agreements, and all any other documents and instruments certificate or other document to be delivered pursuant hereto or thereto, together with a certification of the incumbency of such authorized officer or manager, as the case may be. 9. Governmental certificates, dated the most recent practicable date prior to the Closing Date, with telecopy updates where available, showing that Borrower and the general partner of Borrower are each organized and in good standing in the jurisdiction of their organization and showing that Borrower is qualified as a foreign limited partnership in good standing in all states in which any of the Properties are located (except to the extent that the local counsel opinions delivered pursuant to paragraph (4) above provide that qualification in a particular state is not required in order to own, operate, lease, finance or otherwise deal with the Properties located in such state). 10. A copy of the organizational charter and all amendments thereto of the general partner of Borrower and of the Holding Company, in each case certified as of a recent date by the Secretary of State of the jurisdiction of its organization, and a copy of the operating agreement of such general partner and the Holding Company, certified by an authorized officer or manager of the Holding Company as true and correct as of a recent date. 11. A partnership certificate of Whitehall and a consent of manager of Whitehall's general partner certified by the Secretary or an Assistant Secretary of such general partner, in each case within a recent date prior to the Closing Date, to be duly adopted and in force and effect on such date, authorizing (a) the consummation of the transactions contemplated by this Agreement and the Loan Documents and Ancillary Agreements to which Whitehall is a party, and (b) specific officers to execute and deliver this Agreement and the Warrant other Loan Documents and Ancillary Agreements to which Whitehall is a party. 12. Certificates of the Secretary, an Assistant Secretary or a Vice President of the general partner of Whitehall, dated within a recent date prior to the Closing Date, as to the incumbency of the officers or representatives of such general partner authorized by the company consent delivered to Lender (as required herein) to execute and deliver this Agreement and the other Loan Documents and Ancillary Agreements to which Whitehall is a party, and any other certificate or other document to be delivered by Whitehall pursuant hereto or thereto, together with a certification of the incumbency of such Secretary or Assistant Secretary, as the case may be. 13. Financing Statements (Form UCC-1) in form sufficient to be duly filed under the Uniform Commercial Code of each jurisdiction as may be necessary or, in the reasonable opinion of Lender, desirable to perfect the security interests created by the Deeds of Trust and the other Collateral Documents pertaining to the Properties in the personal property and fixtures described therein. 14. Certified copies of Requests for Information or Copies (Form UCC-11), or equivalent reports in respect of Borrower in the jurisdictions for which UCC-1 Financing Statements are required, together with copies of financing statements referenced therein (none of which shall cover property to be covered by the Deeds of Trust or other Collateral Documents pertaining to the Properties). 15. Evidence that all other actions necessary or, in the opinion of Lender, desirable to perfect and protect the security interests created by the Deeds of Trust and the other Collateral Documents pertaining to the Properties, have been or will be taken. 16. An ALTA 1970 mortgagee policy of title insurance issued by the Title Company for each of the Deeds of Trust, naming Lender as the insured, with reinsurance and endorsements as Lender may require (including variable rate, survey, creditors' rights (if applicable), comprehensive coverage, first loss, tie-in, last dollar, future advances, access, zoning (with parking), subdivision, doing business, usury, separate tax lot and contiguity endorsements), containing no exceptions or exclusions other than Permitted Encumbrances or as may be approved by Lender in writing, insuring that the insured Deed of Trust is a valid, first-priority Lien on behalf the Property encumbered thereby and related collateral, and in an insured amount as required by Lender. 17. A certified and complete copy of the Purchase Agreement together with such consents to sale, waivers of rights and remedies, and releases of interest as Lender or its counsel may determine to be necessary or prudent to be obtained from any Person who may be entitled to claim an interest in any of the Properties or a right arising from the sale, conveyance or transfer of any of the Properties to Borrower. 18. Current title, municipal violation, tax and bankruptcy searches (and any other searches which Lender may require) for Borrower, includingany Borrower Party and such other parties as Lender shall require in its sole discretion. 19. Evidence of insurance as required by this Agreement. 20. A current "as-built" survey of each of the Properties, without limitationdated or updated to a date not earlier than thirty (30) days prior to the Closing Date, certified to Lender and the chief financial officer Title Company, prepared by a licensed surveyor reasonably acceptable to Lender and the Title Company, and conforming to Lender's current standard survey requirements. 21. A current engineering report with respect to each Property, covering, among other matters, inspection of heating and cooling systems, roof and structural details and showing no failure of compliance with building plans and specifications, applicable legal requirements (including requirements of the Americans with Disabilities Act) and fire, safety and health standards. As requested by Lender, such report shall also include an assessment of such Property's tolerance for earthquake and seismic activity. Borrower shall also provide Lender with copies of utility letters from applicable service providers evidencing that each Property has adequate and sufficient utility service for the use and purposes intended by Borrower;. 22. A current Environment Site Assessment for each of the Properties. 23. If required by Lender, a current MAI appraisal for each Property. 24. A current rent roll for each Property, certified by Borrower (provided that any rent roll delivered for a Property owned directly or indirectly by Whitehall or an Affiliate of Whitehall for less than two (2) months prior to the Closing Date shall be certified by Borrower to its knowledge), together with all Non-Storage Leases not previously delivered to Lender. Such rent roll shall include the following information: (a) tenant names; (b) unit/suite numbers; (c) area of each demised premises and total area of the related Property (stated in net rentable square feet); (d) rental rate (including escalations), stated in gross amount and in amount per net rentable square foot per year; (e) lease term (commencement, expiration and renewal options); (f) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; expense passthroughs; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be locatedcancellation/termination provisions; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (h) security deposit; and (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, material operating covenants and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such other documents as Lender may reasonably requestco-tenancy clauses.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender each of the Agent the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (a) executed originals copies of the Loan Documents Documents, Account Control Agreements required by Section 7.12(b), and all other documents and instruments reasonably set forth on the closing checklist attached hereto as Annex A (other than any documents and instruments noted therein as required by Lender to effectuate be delivered after the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all CollateralClosing Date), in all cases in form and substance reasonably acceptable to Lenderthe Agent; (b) certified a legal opinion of ▇▇▇▇▇▇▇▇’s counsel in form and substance reasonably acceptable to the Agent; (c) copy of resolutions of Borrower▇▇▇▇▇▇▇▇’s board of directors Board evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby, certified by an officer of Borrower; (cd) certified copies of the Certificate Charter of Incorporation Borrower, certified by the Secretary of State (or equivalent) of the applicable jurisdiction of organization and the Bylawsother Organizational Documents, as amended through the Closing Date, of Borrower, certified by an officer of Borrower; (de) a certificate of good standing for Borrower from its state of incorporation formation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would could have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Due Diligence Fee, the Initial Facility Charge and and, to the extent documented in a summary invoice, reimbursement of Lenderthe Agent’s and ▇▇▇▇▇▇▇’ current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 a duly executed copy of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, Perfection Certificate and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premiseseach exhibit and addendum thereto; (h) a Consent Letter from all certificates of insurance and copies of each Incumbent Lenderinsurance policy required hereunder; (i) a Release Letter from copies of each Incumbent Lender Management Agreement with respect to each Physician Group, duly executed by the Financed Equipment purchased with the proceeds parties thereto, and each other material Management Document in effect as of the initial AdvanceClosing Date; (j) duly executed Collateral Assignments; and (jk) such other documents as Lender may reasonably requestduly executed acknowledgments by each Physician Group in respect of the applicable Collateral Assignments.

Initial Advance. Borrower No Bank shall have delivered be required to Lender each of make its initial Revolving Loan hereunder unless the following, in form and substance satisfactory Company has furnished to Lender (the date on which each of Administrative Agent with sufficient copies for the following shall have been so delivered is referred to herein as the “Effective Date”):Banks: (a) executed originals Copies of the Articles of Incorporation of the Company, together with all amendments, and a certificate of good standing, both certified on or within 15 days prior to the Effective Date by the Secretary of State of Delaware. (b) Copies, certified on the Effective Date by the Secretary or Assistant Secretary of the Company, of its By-Laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Bank) authorizing the execution of the Loan Documents. (c) An incumbency certificate, certified on the Effective Date by the Secretary or Assistant Secretary of the Company, which shall identify by name and title and bear the signature of the officers of the Company authorized to sign the Loan Documents and all other documents and instruments reasonably required to make borrowings hereunder, upon which certificates the Banks shall be entitled to rely until informed of any change in writing by Lender the Company. (d) A written opinion of the counsel to effectuate the transactions contemplated hereby or Company, addressed to create and perfect the Liens of Lender with respect to all CollateralBanks, in all cases in substantially the form and substance reasonably acceptable to Lender;of Exhibit "C" hereto. (be) certified copy A certificate, dated the Effective Date, signed by the Chief Financial Officer of resolutions of Borrower’s board of directors evidencing approval of the Company, stating that on the Effective Date (i) the Loan no Default or Unmatured Default has occurred and other transactions evidenced by the Loan Documentsis continuing; and (ii) the Warrant Company will be utilizing the proceeds to consummate the Stock Acquisition on the date of such Advance and transactions evidenced thereby; (ciii) certified copies no Prepayment Event has occurred and setting forth the determination of the Certificate Company's Funded Debt/EBITDA Ratio for the last day of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower;most recently ended fiscal quarter. (f) payment A Note payable to the order of each of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance;Banks. (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior Payment to the disbursement Agent of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior all fees due and owing to the disbursement of such Advance, one or more Bailee Agreements, Administrative Agent and the Banks as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on at the Effective Date), such International Based Financed Equipment is relocated to such foreign premises;. (h) a Consent Letter from each Incumbent Lender;Written money transfer instructions, in substantially the form of Exhibit "D" hereto, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such Such other documents as Lender any Bank or its counsel may have reasonably requestrequested.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless the Borrower shall have delivered has furnished to Lender each the Agent, with sufficient copies for the Lenders: (i) A certificate of good standing from the Secretary of State of Delaware and certificate of existence from the Secretary of State of Alabama with respect to the Borrower and a certificate of good standing from the Secretary of State of Tennessee with respect to PLICO. (ii) Copies, certified by the Secretary or an Assistant Secretary of the followingBorrower, of its certificate of incorporation, together with all amendments thereto, and by-laws and Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Credit Documents. (iii) An incumbency certificate, executed by the Secretary or any Assistant Secretary of the Borrower, which shall identify by name and title and bear the signature of the officers of the Borrower authorized to sign the Credit Documents and to make borrowings hereunder, upon which certificate the Agent and the Lenders shall be entitled to rely until informed in writing by the Borrower of any change. (iv) A certificate, signed by the Chief Financial Officer or the Chief Accounting Officer of the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of the Borrower's counsel, addressed to the Lenders in form and substance satisfactory to Lender the Agent. (vi) Revolving Credit Notes payable to the date on which order of each of the following shall have been so delivered is referred Lenders and the Swingline Note. (vii) Written money transfer instructions, in a form required by the Agent, addressed to herein the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the “Effective Date”):Agent may have reasonably requested. (aviii) executed originals A duly completed compliance certificate as of the Loan Documents and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all CollateralJune 30, 2001, in all cases in substantially the form and substance reasonably acceptable to Lender;of Exhibit 3.1(viii) hereto. (bix) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such Such other documents as any Lender or its counsel may have reasonably requestrequested.

Initial Advance. The Borrower may make a request (“Initial Advance Request”) for the Lender to make the Initial Advance. If all conditions contained in this Section are satisfied on or before the Closing Date for the Initial Advance, the Lender shall have delivered to Lender each make the Initial Advance on the Initial Closing Date or on another date selected by the Borrower and approved by the Lender. The obligation of the followingLender to make the Initial Advance is subject to the following conditions precedent: (a) Receipt by the Lender of the Initial Advance Request; (b) [Intentionally Deleted] (c) The delivery to the Title Company, for filing and/or recording in all applicable jurisdictions, of all applicable Loan Documents required by the Lender, including duly executed and delivered original copies of the Revolving Facility Note, a Base Facility Note, the Initial Security Instruments covering the Initial Mortgaged Properties and UCC-1 Financing Statements covering the portion of the Collateral comprised of personal property, and other appropriate instruments, in form and substance satisfactory to the Lender (and in form proper for recordation, as may be necessary in the date on which each opinion of the following shall have been so delivered is referred to herein as the “Effective Date”): (a) executed originals of the Loan Documents and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens created by the applicable Security Instruments and any other Loan Documents creating a Lien in favor of Lender with respect to the Lender, and the payment of all Collateraltaxes, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan fees and other transactions evidenced by the Loan Documents; charges payable in connection with such execution, delivery, recording and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrowerfiling; (d) If the Advance is a certificate Revolving Advance, the receipt by the Lender of good standing the first installment of Revolving Facility Fee for the Revolving Advance and the entire Discount for the Revolving Advance payable by the Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure pursuant to be qualified would have a Material Adverse EffectSection 2.04; (e) a certificate The receipt by the Lender of incumbency as the Initial Origination Fee pursuant to each officer of Borrower who is authorized to execute the Loan DocumentsSection 16.02(a), the WarrantInitial Due Diligence Fee pursuant to Section 16.03(a) to the extent calculated by Lender at such time (any portion of the Initial Due Diligence Fee not paid by the Borrower on the Initial Closing Date shall be paid promptly upon demand by Lender), all legal fees and expenses payable pursuant to Section 16.04(a) and all other documents legal fees and instruments to be delivered expenses payable in connection with the Initial Advance pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower;Section 16.04(b); and (f) payment The satisfaction of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents all applicable General Conditions set forth in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such other documents as Lender may reasonably requestArticle XI.

Initial Advance. Borrower The obligation of the Lender to make the initial Advance under this Agreement is subject to the satisfaction, in the sole discretion of the Lender, on or before the date thereof, of the following conditions precedent: (a) The Lender shall have delivered to Lender each of received the following, all of which must be satisfactory in form and content to the Lender, in its sole discretion: (1) The Loan Documents dated as of the date hereof duly executed by the Company; 21 (2) Certified copies of the Company's articles of incorporation and bylaws and certificates of good standing dated no less recently than ninety (90) days prior to the date of this Agreement and a certification from the taxing authority of the state of incorporation stating that the Company is in good standing with said taxing authority: (3) A certificate (in the form of Exhibit "J") of the Company's corporate secretary as to the resolution of the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the other Loan Documents and the incumbency and authenticity of the signatures of the officers of the Company executing this Agreement and the other Loan Documents and each Advance Request and all other instruments or documents to be delivered pursuant hereto (the Lender being entitled to rely thereon until a new such certificate has been furnished to the Lender); (4) Financial statements of the Company (and its Subsidiaries, on a consolidated basis) containing a balance sheet as of December 31, 1997 (the "Statement Date") and related statements of income, changes in stockholders' equity and cash flows for the period ended on the Statement Date and a balance sheet as of April 30, 1998 ("Interim Date") and related statement of income for the period ended on the Interim Date, all prepared in accordance with GAAP applied on a basis consistent with prior periods and in the case of the statements as of the Statement Date, audited by independent certified public accountants of recognized standing acceptable to the Lender; (5) A favorable written opinion of counsel to the Company, dated as of the date of this Agreement, to be in substantially the form of Exhibit "M" hereto, and addressed to the Lender; (6) A tax, lien and judgment search of the appropriate public records for the Company, including a search of Uniform Commercial Code financing statements, which search shall not have disclosed the existence of any prior Lien on the Collateral other than in favor of the Lender or as permitted hereunder; (7) Copies of the certificates, documents or other written instruments which evidence the Company's eligibility described in Section 5.11 hereof, all in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”): (a) executed originals of the Loan Documents and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy 8) Copies of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan Company's errors and other transactions evidenced omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy, all in form and content satisfactory to the Lender, showing compliance by the Loan Documents; Company as of the date of this Agreement with the related provisions of Section 6.9 hereof and (ii) the Warrant and transactions evidenced therebyshowing Lender as an additional loss payee on such policies; (c9) certified copies of Executed financing statements in recordable form covering the Certificate of Incorporation Collateral and ready for filing in all jurisdictions required by the Bylaws, as amended through the Closing Date, of Borrower;Lender; 22 (d10) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where Evidence that the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute Funding Account has been established with the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i11) Evidence that Intuit, Inc. has acquired preferred capital stock of the Company for a Release Letter from each Incumbent Lender with respect purchase price of $6,000,000.00, the form and substance of such preferred stock being acceptable to the Financed Equipment purchased with the proceeds Lender in its sole discretion; (12) Evidence that $2,000,000.00 of subordinated debt of the initial Advance; and (j) such other documents as Lender may reasonably requestCompany has been converted to preferred stock of the Company.

Initial Advance. Borrower shall have delivered to In the case of the initial Advance: 5.2.1. receipt by the Lender of each of the following: (i) copies of the Organizational Documents, and all amendments thereto, of the Borrower, the Operator and each Guarantor, accompanied by certificates that such copies are correct and complete, one issued by the Secretary of State of the state of incorporation or formation of the Borrower, the Operator or such Guarantor, as applicable, dated a current date, and one executed by an authorized representative acceptable to the Lender, dated the Closing Date. (ii) copies of the Regulatory Documents, and all amendments thereto, of the Borrower, the Operator and each Guarantor, accompanied by certificates of an authorized representative acceptable to the Lender, dated the Closing Date, that such copies are correct and complete. (iii) certificates of the appropriate Tribunals of each jurisdiction in which any Loan Party or the Operator has a place of business, any Loan Party or the Operator was formed or in which any Collateral is located (if any Loan Party is required to qualify to do business in such state), each dated a current date, to the effect that such Person is in good standing with respect to the payment of franchise and/or other Taxes and, if required by Law, is duly qualified to transact business in such jurisdictions. Any such certificate(s) due from the Texas Comptroller of Public Accounts may be satisfied with a printout of an electronic search of such office's records which shows that the applicable Person's status with respect to its right to transact business in Texas is "active." (iv) certificates of incumbencies and signatures of all representatives of the Borrower, the Operator and each Guarantor who will be authorized to execute or attest any of the Loan Documents or the Intercreditor Agreement on behalf of the Borrower, the Operator or such Guarantor, as applicable, executed by an authorized representative acceptable to the Lender, dated the Closing Date. (v) copies of resolutions approving the Loan Documents and the Intercreditor Agreement and authorizing the transactions contemplated herein and therein, duly adopted by an authorized body of the Borrower, the Operator and each Guarantor, as applicable, accompanied by certificates of an authorized representative acceptable to the Lender that such copies are true and correct copies of resolutions duly adopted at the meeting of, or by the unanimous written consent of, the ultimate governing authority of the Borrower, the Operator or such Guarantor, as applicable, and that such resolutions constitute all the resolutions adopted with respect to such transactions, have not been amended, modified or revoked in any respect, and are in full force and effect as of the Closing Date. 5.2.2. receipt by the Lender of the duly executed Note, dated the Closing Date. 5.2.3. receipt by the Lender of the documents described in Section 4.1.1, each duly executed and delivered by the appropriate Person. 5.2.4. receipt by the Lender of such title opinions or title data as the Lender may request, in form and substance and from attorneys or other Persons reasonably acceptable to the Lender, covering and confirming title in such portions of the Collateral as the Lender may specify and such other documentation and information required by the Lender to satisfy the Lender of the status of the title of the Collateral. 5.2.5. receipt by the Lender of a certificate of ownership interests in form and substance satisfactory to Lender (the date on which each Lender, certifying as to the ownership interests of the following shall have been so delivered is referred Oil and Gas Properties included in the determination of the Borrowing Base. 5.2.6. receipt by the Lender of satisfactory evidence that prior Liens, if any, on the Collateral (other than Permitted Liens) are being released or assigned to herein the Lender concurrently with the Closing. 5.2.7. receipt by the Lender of the opinions of counsel to the Borrower and each Guarantor in form and substance satisfactory to the Lender and its counsel. The Borrower and each such Guarantor request such counsel to deliver its opinions to the Lender. 5.2.8. receipt by the Lender of the results of searches of the UCC records of the applicable jurisdictions from a source acceptable to the Lender reflecting no Liens against any of the intended Collateral other than Permitted Liens or Liens being released or assigned to the Lender concurrently with the Closing. 5.2.9. receipt by the Lender of certificates of insurance from the insurance companies insuring the Borrower and each Guarantor, confirming insurance for the Borrower and each such Guarantor meeting the standards of Section 7.4.1. 5.2.10. with respect to the Loan Parties' Oil and Gas Properties that will be pledged as the “Effective Date”): initial Collateral, receipt by the Lender of (a) executed originals a Reserve Report certified by an independent engineering firm retained by the Borrower and acceptable to the Lender, and (b) such lease operating statements and production reports as the Lender may reasonably require. 5.2.11. receipt by the Lender of the audited financial statements of the Borrower and its consolidated subsidiaries for the fiscal year ended on 2018, 2019, and 2020, and containing at a minimum statements of the types required by Section 7.2.1(i). 5.2.12. receipt by the Lender of the Borrower's internally-prepared annual consolidated financial statements for the fiscal year 2021, and containing at a minimum statements of the types required by Section 7.2.1(ii). 5.2.13. receipt by the Lender of an organizational chart of Alpine SEP which includes the direct and indirect ownership of the Borrower. 5.2.14. receipt by the Lender of such additional information and documentation as the Lender may reasonably require relating to the Loan Documents (and all other documents amendments thereto) and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect thereby. 5.2.15. the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to shall be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender satisfied with respect to the Financed Equipment purchased with the proceeds results of its diligence investigation of the initial Advance; and (j) such other documents as Lender may reasonably requestLoan Parties and their respective assets and operations.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender each of Agent the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (a) Subject to Section 4.4, duly executed originals copies of the Loan Documents Documents, Account Control Agreements with respect to each Deposit Account (other than any Excluded Accounts) maintained by Borrower and any of its Subsidiaries (other than any Excluded Subsidiaries) and all other documents and instruments reasonably required by Lender Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender Agent with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderAgent; (b) certified a legal opinion of ▇▇▇▇▇▇▇▇’s counsel in form and substance reasonably acceptable to Agent; (c) a copy of resolutions of Borrower▇▇▇▇▇▇▇▇’s board of directors Board evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby, certified by an officer of Borrower; (cd) certified copies of the Certificate Charter of Incorporation Borrower, certified by the Secretary of State of the applicable jurisdiction of organization and the Bylawsother Organizational Documents, as amended through the Closing Date, of Borrower, certified by an officer of Borrower; (de) a certificate certificates of good standing for Borrower from its state the applicable jurisdiction of incorporation organization and similar certificates from all other jurisdictions jurisdiction in which it Borrower does business and where the failure to be qualified would could have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Due Diligence Fee, Initial Facility Charge and reimbursement of LenderAgent’s and ▇▇▇▇▇▇▇’ current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreementssubject to Section 4.4, as applicableall certificates of insurance, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transitendorsements, and (ii) within 90 days copies of the Effective Date (or any subsequent Advance Date with respect each insurance policy required pursuant to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premisesSection 6.2; (h) subject to Section 4.4, duly executed landlord’s consent(s) in favor of Agent for ▇▇▇▇▇▇▇▇’s headquarters location and each other leased location of Borrower at which Collateral with a Consent Letter from each Incumbent Lendervalue in excess of $250,000 is located; (i) subject to Section 4.4, duly executed bailee’s waiver(s) in favor of Agent for each location (other than Borrower’s headquarters location) where Borrower maintains property with a Release Letter from each Incumbent Lender third party and at which Collateral with respect to the Financed Equipment purchased with the proceeds a value in excess of the initial Advance$250,000 is located; and (j) evidence reasonably acceptable to Agent that ▇▇▇▇▇▇▇▇ has established at least one operating Deposit Account with SVB; and (k) such other documents as Lender Agent may reasonably request.

Initial Advance. Borrower shall have delivered The Lenders' obligation to Lender each make the initial Advance under this Agreement is subject to the satisfaction, in the sole discretion of Credit Agent, of the following conditions precedent: (a) Credit Agent must receive the following, all of which must be satisfactory in form and content to Credit Agent, in its sole discretion: (1) The Notes and this Agreement duly executed by Borrowers. (2) A certificate of CNI stating that there has been no change in either CNI's articles or certificate of incorporation or bylaws since those delivered in connection with the Existing Agreement and there has been no change in the certificate as to the incumbency and authenticity of the signatures of the officers of CNI delivered pursuant to Section 5.1(a)(5) of the Existing Agreement, and attaching (and certifying to) CNI's resolutions authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each applicable Advance Request and all other agreements, instruments or documents to be delivered by such Borrower under this Agreement; and certificates of good standing dated within 60 days prior to the date of this Agreement. (3) A certificate of AHMC stating that there has been no change in either AHMC's articles or certificate of incorporation or bylaws since those delivered in connection with the Existing Agreement and that there has been no change in the certificate as to the incumbency and authenticity of the signatures of the officers of AMHC delivered pursuant to Section 5.1(a)(5) of the Existing Agreement, and attaching (and certifying to) AHMC's resolutions authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each applicable Advance Request and all other agreements, instruments or documents to be delivered by such Borrower under this Agreement; and certificates of good standing dated within 60 days prior to the date of this Agreement. (4) A reaffirmation of Guaranty, on the form prescribed by Credit Agent, duly executed by AH Holdings. (5) A certificate of AH Holdings stating that there has been no change in either AH Holding's articles or certificate of incorporation or bylaws since those delivered in connection with the Existing Agreement and that there has been no change in the certificate as to the incumbency and authenticity of the signatures of the officers of AH Holdings delivered pursuant to Section 5.1(a)(9) of the Existing Agreement and attaching AH Holdings' resolutions authorizing the execution, delivery and performance of the Guaranty, as modified by the reaffirmation referred to in Section 5.1(a)(4) of this Agreement, the other Loan Documents and all other agreements, instruments or documents to be delivered by AH Holdings under this Agreement or the Guaranty; and certifiates of good standing dated within 60 days prior to the date of this Agreement. (6) AHMAI's articles or certificate of incorporation, together with all amendments, as certified by the Secretary of State of Maryland, AHMAI's bylaws, together with all amendments, certified by the corporate secretary or assistant secretary of AHMAI and certificates of good standing dated within 60 days prior to the date of this Agreement. (7) A resolution of the board of directors of AHMAI, certified as of the date of this Agreement by its corporate secretary, authorizing the execution, delivery and performance of this Agreement, the other Loan Documents, each applicable Advance Request and all other agreements, instruments or documents to be delivered by such Borrower under this Agreement. (8) A certificate as to the incumbency and authenticity of the signatures of the officers of AHMAI executing this Agreement, the other Loan Documents, each Applicable Advance Request and all other agreements, instruments or documents to be delivered by AHMAI under the Agreement (Credit Agent and Lenders being entitled to rely on that certificate until a new incumbency certificate has been furnished to Credit Agent). (9) The Guaranty of AHMIC, on the form prescribed by Credit Agent, duly executed by AHMIC. (10) AHMIC 's articles or certificate of incorporation, together with all amendments, as certified by the Secretary of State of Maryland, bylaws, together with all amendments, certified by the corporate secretary of AHMIC and certificates of good standing dated within 60 days prior to the date of this Agreement. (11) A resolution of the board of directors of AHMIC, certified as of the date of this Agreement by its corporate secretary, authorizing the execution, delivery and performance of the Guaranty, and all other agreements, instruments or documents to be delivered by AHMIC under this Agreement. (12) A certificate as to the incumbency and authenticity of the signatures of the officers of AHMIC executing the Guaranty and all other agreements, instruments or documents to be delivered by AHMIC under this Agreement (Credit Agent and Lenders being entitled to rely on that certificate until a new incumbency certificate has been furnished to Credit Agent). (13) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by any Borrower in the conduct of its business. (14) A favorable written opinion of counsel to Borrowers and Guarantors, addressed to Lenders and dated as of the date of this Agreement, covering such matters as Credit Agent may reasonably request. (15) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for each Borrower that do not disclose the existence of any prior Lien on the Collateral other than in favor of Credit Agent or as permitted under this Agreement. (16) Copies of the certificates, documents or other written instruments that evidence each Borrower's eligibility described in Section 9.1, all in form and substance satisfactory to Lender Credit Agent. (17) Copies of each Borrower's errors and omissions insurance policy or mortgage impairment insurance policy, and blanket bond coverage policy, or certificates in lieu of policies, showing compliance by each Borrower as of the date on which each of this Agreement with the following shall have been so delivered is referred to herein as the “Effective Date”):related provisions of Section 7.9. (a18) executed originals Receipt by Credit Agent of any fees due on the Loan Documents and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens date of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender;this Agreement. (b) certified copy If any Borrower is indebted to any of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies its directors, officers, shareholders or Affiliates, as of the Certificate date of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may indebtedness has a term of more than 1 year or is in excess of $100,000, the Person to whom such Borrower is indebted must have executed a Subordination of Debt Agreement, on the form prescribed by Credit Agent; and Credit Agent must have received an executed copy of that Subordination of Debt Agreement, certified by the corporate secretary of such Borrowers to be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, true and complete and in full force and effect as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds date of the initial Advance; and (j) such other documents as Lender may reasonably request.

Initial Advance. Borrower shall have delivered to Lender each The obligation of the following, in form and substance satisfactory Lenders to Lender (make the date on which each of initial Advance hereunder is subject to the following shall have been so delivered is referred to herein as conditions precedent that the “Effective Date”): Agent has received (a) executed originals of evidence, reasonably satisfactory to the Loan Documents and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all CollateralAgent, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of that (i) all obligations of the Loan and other transactions evidenced by Borrowers under the Loan DocumentsExisting Credit Facility have been (or concurrently with the initial Advance will be) paid in full; and (ii) the Warrant all fees and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and extent billed) expenses which are payable on or before the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 date of the initial Advance may be used for to any Arranger, the purchase of International Based Financed Equipment without delivering to Lender, prior to Agent or any Lender hereunder or in connection herewith have been (or concurrently with the disbursement of such Advance, any Landlord Consents initial Advance will be) paid in respect full; and (b) each of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as following documents (with sufficient copies for each Lender): (i) prior to Copies of the disbursement articles or certificate of incorporation of each Borrower, together with all amendments thereto, certified by the Secretary or an Assistant Secretary of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transitBorrower, and certificates of good standing, certified by the appropriate governmental officer in the jurisdiction(s) of incorporation of such Borrower. (ii) within 90 days Copies, certified by the Secretary or Assistant Secretary of each Borrower, of such Borrower's bylaws and of resolutions of its Board of Directors authorizing the execution, delivery and performance of the Effective Date Loan Documents to which such Borrower is a party. (iii) An incumbency certificate from each Borrower, executed by the Secretary or Assistant Secretary of such Borrower, which shall identify by name and title and bear the signatures of the officers of such Borrower authorized to sign the Loan Documents to which such Borrower is a party, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any subsequent change in writing by such Borrower. (iv) A certificate, signed by an Authorized Officer of PHI, stating that on the date of the initial Advance Date no Default or Unmatured Default has occurred and is continuing with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises;Borrower. (hv) a Consent Letter from each Incumbent Lender;A written opinion of internal counsel to PHI, substantially in the form of Exhibit D-1. (ivi) a Release Letter from each Incumbent Lender with respect A written opinion of internal counsel to PEPCO, substantially in the form of Exhibit D-2. (vii) A written opinion of internal counsel to DPL, substantially in the form of Exhibit D-3. (viii) A written opinion of internal counsel to ACE, substantially in the form of Exhibit D-4. (ix) A written opinion of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, special New York counsel to the Financed Equipment purchased with Borrowers, substantially in the proceeds form of the initial Advance; andExhibit D-5. (jx) Any Notes requested by a Lender pursuant to Section 2.13 payable to the order of such requesting Lender. (xi) Copies of all governmental approvals, if any, necessary for any Borrower to enter into the Loan Documents to which it is a party and to obtain Advances hereunder. (xii) Such other documents as any Lender or its counsel may reasonably request.

Initial Advance. Borrower On or prior to the Closing Date, Borrowers shall have delivered to Lender each of Agent the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (a) executed originals copies of the Loan Documents (other than the Warrant, which shall be an original), including without limitation, the Guaranty, and all other documents and instruments reasonably required by Lender Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender Agent with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderAgent; (b) a legal opinion of Borrowers’ counsel in form and substance reasonably acceptable to Agent (c) a certified copy of resolutions of each Borrower’s board Board of directors Directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) with respect to Yumanity, the Warrant Warrant, and transactions evidenced thereby; (cd) certified copies of the Certificate of Incorporation or Formation and the BylawsBylaws or Operating Agreement, as amended through the Closing Date, of each Borrower; (de) a certificate of good standing for each Borrower from its state of incorporation organization and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Due Diligence Fee (to the extent not already paid), Initial Facility Charge and reimbursement of LenderAgent’s and the Lenders’ current expenses reimbursable pursuant to this AgreementAgreement and which have been invoiced to Borrower prior to the date hereof, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion all certificates of transit, be located; provided, that up to $3,750,000 insurance and copies of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premiseseach insurance policy required hereunder; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender payoff letter with respect existing Indebtedness to the Financed Equipment purchased with the proceeds of the initial AdvanceOxford Finance LLC and Silicon Valley Bank, in form and substance reasonably satisfactory to Agent; and (ji) such other documents as Lender Agent may reasonably request.

Initial Advance. Borrower On or prior to the Closing Date, Borrowers shall have delivered to Lender each Agent the following: (a) duly executed copies of the following, in form and substance satisfactory acceptable to Lender Agent: (i) this Agreement; (ii) the completed ACH Authorization; (iii) Account Control Agreements with respect to all Deposit Accounts and any accounts where Investment Property is maintained, as required by Section 7.12 hereof; (iv) a duly executed certificate of an officer of each Borrower certifying and attaching copies of (A) the Charter, certified as of a recent date on which each by the jurisdiction of organization of such Borrower as in effect as of the following shall have been so delivered is referred to herein Closing Date; (B) the bylaws, operating agreement or similar governing document of such Borrower, as in effect as of the “Effective Closing Date”): ; (aC) executed originals resolutions of such Borrower’s Board evidencing approval of the Loan and other transactions contemplated by the Loan Documents, as in effect as of the Closing Date; (D) resolutions of the holders of such Borrower’s Equity Interests in connection with the transactions contemplated by this Agreement as in effect as of the Closing Date, to the extent required by the applicable Organizational Documents; and (E) a schedule setting forth the name, title and specimen signature of officers or other authorized signers on behalf of each Borrower; (v) a duly executed certificate of an officer of Parent certifying and attaching copies of (A) the Charter, certified as of a recent date by the jurisdiction of organization of each Platform Company, as in effect as of the Closing Date; (B) the bylaws, operating agreement or similar governing document of each Platform Company; (C) copies of all Equity Documents in effect as of the Closing Date; and (D) a summary capitalization table of each Platform Company; (vi) a legal opinion of Borrowers’ counsel; (vii) any other Loan Documents; and (viii) all other documents and instruments reasonably required by Lender Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender Agent with respect to all Collateral. (b) all originals certificates evidencing Pledged Collateral pledged pursuant to Section 3.3 together with any transfer powers or other instruments of transfer, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced therebyAgent; (c) certified copies of the Certificate of Incorporation all consents, waivers, notices and the Bylaws, as amended through the Closing Date, of Borrowerother documents set forth on Schedule 5.15(ii); (d) a certificate of good standing for each Borrower from its state jurisdiction of incorporation organization and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would could have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Facility Charge and reimbursement of Agent’s and Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (gf) Landlord Consents or Bailee Agreementsall certificates of insurance, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transitendorsements, and (ii) within 90 days copies of the Effective Date (or any subsequent Advance Date with respect each insurance policy required pursuant to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial AdvanceSection 6.2; and (jg) such other documents as Lender Agent may reasonably request. Notwithstanding the foregoing, to the extent any of the above closing conditions is set forth on Schedule 7.19, Borrowers may deliver the same when required to be delivered pursuant to Schedule 7.19.

Initial Advance. Borrower At or prior to the making of the initial extension of credit hereunder, the following conditions precedent shall also have been satisfied: (a) the Agent shall have delivered received the following for the account of the Lenders (each to Lender be properly executed and completed) and the same shall have been approved as to form and substance by each Lender: (i) the Notes; (ii) the Guaranty Agreements from Guarantors not party hereto; (iii) copies (executed or certified, as may be appropriate) of all legal documents or proceedings taken in connection with the execution and delivery of this Agreement and the other Loan Documents to the extent the Agent or its counsel may reasonably request; (iv) an incumbency certificate containing the name, title and genuine signatures of each of the following, Borrowers' Authorized Representatives; (b) the Agent shall have received for itself the arrangement fee called for hereby; (c) legal matters incident to the execution and delivery of this Agreement and the other Loan Documents and to the transactions contemplated hereby shall be satisfactory to each Lender and its counsel; and the Agent shall have received for the account of the Lenders the favorable written opinion of counsel for the Hub Group in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”): (a) executed originals of the Loan Documents Agent and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrowerits counsel; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which the Agent shall have received evidence reasonably satisfactory to it does business and where that the failure aggregate consideration to be qualified would have expended by the Hub Group for Hub Chicago's acquisition of all limited partnership interests in the Hub Partnerships shall not exceed $120,000,000 and shall be pursuant to a Material Adverse Effectpurchase agreement all in form and substance satisfactory to the Agent and the Required Lenders; (e) the Agent shall have received evidence reasonably satisfactory to it that the Public Hub Company shall have received proceeds of at least $40,000,000 (net only of reasonable underwriting discounts and commissions and other ordinary and necessary out-of-pocket expenses incurred by Hub Chicago directly incurred and payable as a certificate result of incumbency as to each officer such issuance) out of Borrower who is authorized to execute the Loan Documentsproceeds of the Bridge Financing or at least $50,000,000 out of the proceeds of the Senior Note Offering, the Warrant, that such indebtedness will be incurred on terms and all other documents and instruments to be delivered pursuant under agreements reasonably acceptable to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of BorrowerAgent; (f) payment the Agent shall have received for the account of the Facility Charge Lenders a good standing certificate for each Borrower and reimbursement Guarantor (dated as of Lender’s current expenses reimbursable pursuant the date no earlier than 10 days prior to this Agreement, which amounts may be deducted the date hereof) from the initial Advance;office of the secretary of state of the state of its organization; and (g) Landlord Consents or Bailee Agreements, as applicable, the Agent shall have received for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 account of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) Lenders such other documents agreements, instruments, documents, certificates and opinions as Lender the Agent or the Lenders may reasonably request.

Initial Advance. The Existing Revolving Credit Agreement and the Existing Term Loan Agreement shall not be deemed to be amended and restated as contemplated by this Agreement and the Lenders shall not be required to make the initial Advances hereunder or issue the initial Facility Letters of Credit hereunder, unless (i) the Borrower shall, prior to or concurrently with such initial Advances or issuance, have paid all fees due and payable to the Lenders, the Lead Arrangers and the Administrative Agent hereunder, and (ii) the Borrower shall have delivered furnished to Lender each of the Administrative Agent, the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (a) The duly executed originals of the Loan Documents Documents, including the Notes payable to the order of each of the Lenders, and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lenderthis Agreement; (b) Certificates of good standing for the Borrower and the Guarantors, from the applicable State of formation, certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; appropriate governmental officer and dated not more than sixty (ii60) days prior to the Warrant and transactions evidenced therebyAgreement Effective Date; (c) certified copies Copies of the Certificate formation documents (including code of Incorporation regulations, if appropriate) of the Borrower and the BylawsGuarantors, as amended through certified by an officer of the Closing DateREIT on behalf of the REIT, of Borrowertogether with all amendments thereto; (d) a Incumbency certificates, executed by an officer of the Borrower and the Guarantors, which shall identify by name and title the Persons authorized to sign the Loan Documents and to make borrowings hereunder on behalf of the Borrower, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions any change in which it does business and where writing by the failure to be qualified would have a Material Adverse EffectBorrower; (e) Copies of resolutions of the board of directors, sole member or other governing body, as applicable, of the Borrower and the Guarantors (and with respect to the resolutions of the board of directors of the REIT certified by a certificate Secretary or an Assistant Secretary of incumbency as the REIT), authorizing the Advances provided for herein, with respect to each officer of the Borrower who is authorized to execute and the Loan Documents, the WarrantGuarantors, and all other documents the execution, delivery and instruments to be delivered pursuant to performance of the Loan Documents to be executed and delivered by the Borrower and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of BorrowerGuarantors; (f) payment A written opinion of the Facility Charge Borrower’s and reimbursement Guarantors’ counsel and of Lenderthe REIT’s current expenses reimbursable pursuant special Maryland counsel, addressed to this Agreement, which amounts the Lenders in such form as the Administrative Agent may be deducted from the initial Advancereasonably approve; (g) Landlord Consents or Bailee AgreementsA certificate, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 signed by an officer of the Borrower, stating that on the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as Borrowing Date (i) prior to the disbursement of such Advanceno Default or Unmatured Default has occurred and is continuing, one or more Bailee Agreements, as applicable, are delivered in respect (ii) all representations and warranties of the foreign premises where such International Based Financed Equipment will be located upon completion of transitBorrower and the Guarantors are true and correct, (iii) neither the Borrower and the Guarantors nor the Unencumbered Pool Properties have suffered any material adverse changes since August 1, 2019, and (iiiv) within 90 days no action, suit, investigation or proceeding, pending or threatened, exists in any court or before any arbitrator or Governmental Authority that purports to materially and adversely affect the Borrower or the Guarantors or any transaction contemplated hereby, or that could have a Material Adverse Effect on the Borrower or the Guarantors or any transaction contemplated hereby or on the ability of the Effective Date (Borrower or any subsequent Advance Date with respect the Guarantors to any International Based Financed Equipment not financed on perform their respective obligations under the Effective Date)Loan Documents, provided that such International Based Financed Equipment certificate is relocated to such foreign premisesin fact true and correct; (h) a Consent Letter from each Incumbent LenderThe most recent financial statements of the REIT; (i) a Release Letter from each Incumbent Lender with respect Written money transfer instructions addressed to the Financed Equipment purchased Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested; (j) Evidence that all upfront fees due to each of the Lenders under the Fee Letter have been paid, or will be paid out of the proceeds of the initial AdvanceAdvance hereunder; (k) A pro forma Compliance Certificate pursuant to Section 6.1(v); (l) Evidence satisfactory to Administrative Agent of payment in full of all obligations under the Capital One Term Loan Agreements, or that such obligations shall be paid in full with the initial Advance hereunder upon the effectiveness of this Agreement; (m) A certificate signed by an officer of the Borrower, setting forth in reasonable detail the calculation of the Unencumbered Pool Value; (n) All information requested by the Administrative Agent and each Lender in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act, and a Beneficial Ownership Certification; and (jo) such Such other documents as any Lender or its counsel may have reasonably requestrequested, the form and substance of which documents shall be reasonably and customarily acceptable to the parties and their respective counsel.

Initial Advance. Borrower Prior to the making of the initial Loan or the issuance of the initial Letter of Credit hereunder, the following conditions precedent shall also have been satisfied: (a) the Agent shall have delivered to Lender each received the following for the account of the followingLenders (each to be properly executed and completed) and the same shall have been approved as to form and substance by the Lenders: (i) the Notes; (ii) the Guaranties; (iii) the Collateral Documents and the UCC financing statements requested by the Agent in connection therewith; (iv) a mortgagee's policy of title insurance (or a binding commitment therefor) for each Mortgage (the "Initial Mortgages") on the following real estate (the "Initial Mortgaged Real Estate") insuring the Lien of such Mortgage in the amount set forth below to be a valid first Lien subject to no defects or objections which are unacceptable to the Agent, together with endorsements (including, without limitation, a revolving credit endorsement and a comprehensive endorsement) as the Agent may require; PROPERTY TITLE INSURANCE COVERAGE Illinois $8,250,000 Iowa (a) Carr▇▇▇ ▇▇▇▇▇▇, ▇▇c. $2,250,000 (b) Mid-Central $2,200,000 North Carolina $4,050,000 (v) an ALTA survey prepared by a licensed surveyor on the Initial Mortgaged Real Estate in Illinois; (vi) a certification from a licensed surveyor or independent firm acceptable to the Agent as to whether or not any portion of the Initial Mortgaged Real Estate is in a designated flood hazard area; (vii) a report of an independent firm of environmental engineers acceptable to the Agent concerning the environmental hazards and matters with respect to the Initial Mortgaged Real Estate; (viii) certified copies of resolutions of the Board of Directors of the Borrower and each Guarantor authorizing the execution and delivery of the Loan Documents delivered by them and indicating the authorized signers of such Loan Documents; (ix) copies of the articles of incorporation and by-laws of the Borrower and each Guarantor certified as true and correct by the Secretary or other appropriate officer of the Borrower or such Guarantor, as the case may be; (x) a good standing certificate for the Borrower and each Guarantor, dated as of a date no earlier than thirty days prior to the date hereof, from the appropriate governmental office in the jurisdiction of its incorporation; and (xi) an incumbency certificate containing the name, title and genuine signatures of the Borrower's Authorized Representatives; and (b) the Agent shall have received for the account of and addressed to the Lenders the favorable written opinion of counsel for the Borrower and certain Guarantors in the form attached hereto as Exhibit H; (c) the Agent shall have received for itself and for the Lenders the initial fees called for hereby; (d) the Agent shall have received a Compliance Certificate showing a computation of the calculation of the Cash Flow Leverage Ratio as of, and after giving effect to, the initial extension of credit hereunder, such computation to be in form and substance reasonably satisfactory to Lender the Agent and otherwise in reasonable detail; (e) the date on which each of Liens granted to the following Agent under the Collateral Documents shall have been so delivered is referred perfected in a manner satisfactory to herein as the “Effective Date”):each Lender and its counsel; (af) executed originals all conditions precedent to the Mid-Central Acquisition and the SMP Acquisition shall have been satisfied except for the Lenders' funding of not more than $26,000,000 of the Loan Documents purchase price for the Mid-Central Acquisition and the SMP Acquisition and the Lenders shall have received assurances satisfactory to them of the foregoing; (g) The Agent shall have received and approved as to form and substance: (i) the annual audit report and the Company financial statements for Mid-Central for its fiscal year ending December 31, 1997; (ii) an internally prepared balance sheet for the Company and each Subsidiary (other than Mid-Central) as at March 31, 1998 and an internally prepared income statement for the quarter then ended; (iii) the Mid-Central Purchase Agreement for the Mid-Central Acquisition; (iv) the SMP Purchase Agreement for the SMP Acquisition; (v) the due diligence reports relating to the Mid-Central Acquisition; and (vi) the field audit by the Agent of Mid-Central relating to the Mid-Central Acquisition; (h) the Agent shall have received a payoff and lien release letter from Banker's Trust Company setting forth, among other things, the total amount of Indebtedness outstanding to it from Mid-Central (including any outstanding letters of credit issued for Mid-Central's account) and containing an undertaking to cause to be delivered to the Agent each UCC termination statement and any other lien release instrument necessary to release Banker's Trust Company's Lien on all other documents Assets on all Property of Mid-Central and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create its subsidiaries, if any, which payoff and perfect the Liens of Lender with respect to all Collateral, in all cases lien release letter shall be in form and substance reasonably acceptable to Lender;the Agent; and (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by Agent shall have received for the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies account of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) Lenders such other documents agreements, instruments, documents, certificates and opinions as Lender the Agent or the Lenders may reasonably request. References in this Section to Subsidiaries shall be deemed to include each Acquiree and its subsidiaries prior to, as well as after, consummation of each of the Mid-Central Acquisition and the SMP Acquisition.

Initial Advance. Borrower Prior to the making of the initial Loan or the issuance of the initial Letter of Credit hereunder, the following conditions precedent shall also have been satisfied: (a) the Agent shall have delivered to Lender each received the following for the account of the following, Lenders (each to be properly executed and completed) and the same shall have been approved as to form and substance by the Lenders: (i) the Notes; (ii) the Collateral Documents and the UCC financing statements requested by the Agent in connection therewith; (iii) a date-down endorsement for each policy of title insurance and all endorsements thereunder delivered in connection with the Previous Credit Agreement in form and substance satisfactory acceptable to Lender the Agent (which will, among other things, insure over any survey exception) from the issuer of such policy or another title insurance company acceptable to the Agent, maintaining the existing level of coverage under each such policy, PROVIDED that any such endorsements which are not available at the time of the making of the initial Loan hereunder will be delivered by the Borrower not later than 90 days after the date on which hereof; (iv) supplements to each mortgage delivered under the Previous Credit Agreement, duly executed, reflecting the terms of this Amended and Restated Credit Agreement; (v) certified copies of resolutions of the following shall have been so delivered is referred to herein as Board of Directors of the “Effective Date”): (a) executed originals Borrower and each Guarantor authorizing the execution and delivery of the Loan Documents delivered by them and all indicating the authorized signers of such Loan Documents; (vi) copies of the articles of incorporation and by-laws of the Borrower and each Guarantor certified as true and correct by the Secretary or other documents appropriate officer of the Borrower or such Guarantor, as the case may be; (vii) a good standing certificate for the Borrower and instruments reasonably required each Guarantor, dated as of a date no earlier than thirty days prior to the date hereof, from the appropriate governmental office in the jurisdiction of its incorporation; and (viii) an incumbency certificate containing the name, title and genuine signatures of the Borrower's Authorized Representatives; and (b) the Agent shall have received for the account of and addressed to the Lenders the favorable written opinion of counsel for the Borrower and certain Guarantors in form and substance acceptable to the Agent and the Lenders; (c) the Agent shall have received from the Borrower reimbursement for any expenses incurred in connection with the Loan Documents or the Previous Credit Agreement (including, without limitation, legal fees); (d) the Agent shall have received (i) a certificate showing a computation of the Borrower's compliance with the financial covenants set forth herein as of a date and covering periods to be determined by Lender the Agent, such computation to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases be in form and substance reasonably acceptable satisfactory to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan Agent and other transactions evidenced by the Loan Documents; otherwise in reasonable detail and (ii) a Borrowing Base Certificate as of a date no less than five Business Days prior to the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Effective Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) the Liens granted to the Agent under the Collateral Documents shall have been perfected in a certificate of incumbency as manner satisfactory to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, Lender and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrowerits counsel; (f) payment The Agent shall have received and approved as to form and substance an internally prepared balance sheet for the Borrower and each Subsidiary as at November 30, 2001 and an internally prepared income statement and statement of retained earnings and cash flows for the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advancequarter then ended; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where Lenders shall have received and approved the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premisesApproved Base Case; (h) a Consent Letter from the Borrower and the holders of the Bank Warrants shall have executed and delivered amendments thereto in form satisfactory to each Incumbent Lender;such holder extending the Expiration Dates (as defined in the Bank Warrants) to December 31, 2003; and (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with Agent shall have received for the proceeds account of the initial Advance; and (j) Lenders such other documents agreements, instruments, documents, certificates and opinions as Lender the Agent or the Lenders may reasonably request.

Initial Advance. The Existing Agreement shall not be deemed to be amended and restated as contemplated by this Agreement and the Lenders shall not be required to make the initial Advances hereunder or issue the initial Facility Letters of Credit hereunder, unless (i) the Borrower shall, prior to or concurrently with such initial Advances or issuance, have paid all fees due and payable to the Lenders, the Lead Arrangers and the Administrative Agent hereunder, and (ii) the Borrower shall have delivered furnished to Lender each of the Administrative Agent, the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (a) The duly executed originals of the Loan Documents Documents, including the Notes payable to the order of each of the Lenders, this Agreement and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderDisclosure Letter; (b) Certificates of good standing for the Borrower, from the State of Maryland for the Borrower, certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; appropriate governmental officer and dated not more than sixty (ii60) days prior to the Warrant and transactions evidenced therebyAgreement Effective Date; (c) certified copies Copies of the Certificate formation documents (including code of Incorporation and regulations, if appropriate) of the BylawsBorrower, as amended through certified by an officer of the Closing DateBorrower, of Borrowertogether with all amendments thereto; (d) a Incumbency certificates, executed by an officer of the Borrower, which shall identify by name and title the Persons authorized to sign the Loan Documents and to make borrowings hereunder on behalf of the Borrower, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions any change in which it does business and where writing by the failure to be qualified would have a Material Adverse EffectBorrower; (e) Copies of resolutions of the board of directors, sole member or other governing body, as applicable, of the Borrower (and with respect to the resolutions of the board of directors of the Borrower certified by a certificate Secretary or an Assistant Secretary of incumbency as the Borrower), authorizing the Advances provided for herein, with respect to each officer of Borrower who is authorized to execute the Loan Documents, the WarrantBorrower, and all other documents the execution, delivery and instruments to be delivered pursuant to performance of the Loan Documents to be executed and delivered by the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment A written opinion of the Facility Charge and reimbursement of LenderBorrower’s current expenses reimbursable pursuant counsel, addressed to this Agreement, which amounts the Lenders in such form as the Administrative Agent may be deducted from the initial Advancereasonably approve; (g) Landlord Consents or Bailee AgreementsA certificate, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 signed by an officer of the Borrower, stating that on the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as Borrowing Date (i) prior to the disbursement of such Advanceno Default or Unmatured Default has occurred and is continuing, one or more Bailee Agreements, as applicable, are delivered in respect (ii) all representations and warranties of the foreign premises where such International Based Financed Equipment will be located upon completion of transitBorrower are true and correct, (iii) Borrower has not suffered any material adverse changes, and (iiiv) within 90 days no action, suit, investigation or proceeding, pending or threatened, exists in any court or before any arbitrator or Governmental Authority that purports to materially and adversely affect the Borrower or any transaction contemplated hereby, or that could have a Material Adverse Effect on the Borrower or any transaction contemplated hereby or on the ability of the Effective Date (or any subsequent Advance Date with respect Borrower to any International Based Financed Equipment not financed on perform its obligations under the Effective Date)Loan Documents, provided that such International Based Financed Equipment certificate is relocated to such foreign premisesin fact true and correct; (h) a Consent Letter from each Incumbent LenderThe most recent financial statements of the Borrower; (i) a Release Letter from each Incumbent Lender with respect Written money transfer instructions addressed to the Financed Equipment purchased Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested; (j) Evidence that all upfront fees due to each of the Lenders under the Fee Letter have been paid, or will be paid out of the proceeds of the initial AdvanceAdvance hereunder; (k) A pro forma Compliance Certificate pursuant to Section 6.1(v); (l) Evidence satisfactory to the Administrative Agent of payment in full of all amounts due to any lenders under the Existing Agreement which are not continuing as Lenders hereunder; (m) A certificate signed by an officer of the Borrower, setting forth in reasonable detail the calculation of the Unencumbered Pool Value; (n) All information requested by the Administrative Agent and each Lender in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act; and (jo) such Such other documents as any Lender or its counsel may have reasonably requestrequested, the form and substance of which documents shall be reasonably and customarily acceptable to the parties and their respective counsel.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless the Borrower shall have delivered furnished to Lender each of the Agent, with sufficient copies for the Lenders, the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (ai) The duly executed originals of the Loan Documents Documents, including the Notes, payable to the order of each of the Lenders, and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lenderthis Agreement; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a A certificate of good standing for Borrower from its state the Borrower, certified by the appropriate governmental officer of incorporation the District of Columbia, and similar certificates from all other jurisdictions in which it does business and foreign qualification certificates, certified by the appropriate governmental officer, for each jurisdiction where the failure to so qualify or be qualified licensed (if required) would have a Material Adverse Effect; (eiii) a certificate of incumbency as to each Copies, certified by an officer of Borrower who is the Borrower, of its formation documents (including by-laws), together with all amendments thereto; (iv) An incumbency certificate, executed by an officer of the Borrower, which shall identify by name and title and bear the signature of the Persons authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to sign the Loan Documents and the Warrant to make borrowings hereunder on behalf of the Borrower, including, without limitation, upon which certificate the chief financial officer Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower; (fv) payment Copies, certified by the Secretary or Assistant Secretary, of the Facility Charge Borrower's Board of Directors' resolutions (and reimbursement resolutions of other bodies, if any are deemed necessary by counsel for any Lender’s current expenses reimbursable pursuant ) authorizing the Advances provided for herein and the execution, delivery and performance of the Loan Documents to this Agreement, which amounts may be deducted from executed and delivered by the initial AdvanceBorrower hereunder; (gvi) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 A written opinion of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to LenderBorrower's counsel, prior addressed to the disbursement Lenders in substantially the form of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premisesExhibit B hereto; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such other documents as Lender may reasonably request.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender each of the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (a) executed originals of the Loan Documents Documents, Account Control Agreement with Silicon Valley Bank (relating to Borrower’s Deposit Account with Silicon Valley Bank), and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) duly executed signature to a certificate payoff letter from Silicon Valley Bank and Oxford Finance LLC, together with evidence (i) the Liens securing Indebtedness owed by Borrower to Silicon Valley Bank and Oxford Finance LLC will be terminated and (ii) the documents and/or filings evidencing the perfection of incumbency as to each officer of Borrower who is authorized to execute such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the Loan Documentsinitial Loan, the Warrant, and all other documents and instruments to will be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrowerterminated or released; (f) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (jg) such other documents as Lender may reasonably request.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender each of Agent the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (a) duly executed originals copies of the Loan Documents Documents, and all other documents and instruments reasonably required by Lender Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender Agent with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderAgent; (b) certified subject to Section 7.26, duly executed Account Control Agreement(s) with respect to each Deposit Account (other than Excluded Accounts and Deposit Accounts the aggregate balance of which do not exceed Five Hundred Thousand Dollars ($500,000) on any day) and account holding Investment Property maintained by any Loan Party; (c) a legal opinion of ▇▇▇▇▇▇▇▇’s counsel, in form and substance reasonably acceptable to Agent; (d) a copy of resolutions of each Borrower’s board Board of directors Directors, certified by an officer of such ▇▇▇▇▇▇▇▇, evidencing approval of (i) approval of the Loan and other transactions evidenced by the Loan Documents; and Documents (including the Warrant), (ii) authorizing a specified person or persons to execute the Warrant Loan Documents to which it is a party on its behalf, (iii) authorizing a specified person or persons, on its behalf, to sign and/or dispatch all documents and transactions evidenced therebynotices (including, if relevant, any Advance Request or other relevant notice) to be signed and/or dispatched by it under or in connection with the Loan Documents to which it is a party, and (iv) acknowledging that the Board of Directors are acting for a proper purpose and that the Loan Documents are in the best interests of that Borrower and for its commercial benefit; (ce) certified copies of the Certificate Charter of Incorporation Borrower, certified by the Secretary of State of the applicable jurisdiction of organization and the Bylawsother Organizational Documents, as amended through the Closing Date, of Borrower; (df) a certificate of good standing for Borrower from its state jurisdiction of incorporation organization and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would could have a Material Adverse Effect; (eg) certified copies, dated as of a certificate recent date, of incumbency searches for financing statements filed in the central filing office of its state of formation or incorporation, as to each officer of Borrower who is authorized to execute applicable, accompanied by written evidence (including any UCC termination statements) that the Liens on any Collateral indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Term Loan DocumentsAdvance, the Warrant, and all other documents and instruments to will be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrowerterminated or released; (fh) payment of the Due Diligence Fee, Initial Facility Charge and reimbursement of LenderAgent’s and ▇▇▇▇▇▇▇’ current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (gi) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 a duly executed copy of the initial Advance may be used Perfection Certificate and each exhibit and addendum thereto; (j) subject to Section 7.26, all certificates of insurance and copies of endorsements required hereunder; (k) subject to Section 7.26 and the use of commercially reasonable efforts, duly executed landlord consents for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as its (i) prior chief executive office or its principal place of business and (ii) offices or business locations, including warehouses, containing in excess of Five Hundred Thousand Dollars ($500,000) of Borrower’s assets or property; (l) subject to Section 7.26 and the use of commercially reasonable efforts, duly executed bailee agreements for any bailee location holding a portion of Borrower’s assets or property valued, individually or in the aggregate, in excess of Five Hundred Thousand Dollars ($500,000); (m) subject to Section 7.26, (i) the certificates representing the Equity Interests required to be pledged pursuant to the disbursement Pledge Agreement, together with an undated stock power or similar instrument of transfer for each such Advance, one or more Bailee Agreements, as applicable, are delivered certificate endorsed in respect blank by a duly authorized officer of the foreign premises where such International Based Financed Equipment will be located upon completion of transitpledgor thereof, and (ii) within 90 days of the Effective Date each material debt instrument (if any) endorsed (without recourse) in blank (or any subsequent Advance Date with respect accompanied by an transfer form endorsed in blank) by the pledgor thereof required to any International Based Financed Equipment not financed on be pledged to Agent under the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial AdvancePledge Agreement; and (jn) such other documents as Lender Agent may reasonably request.

Initial Advance. Borrower Notwithstanding any provision contained in this Agreement or any of the other Transaction Documents to the contrary, Lender shall have delivered no obligation to make the initial Advance (the “Initial Advance”) of the Loan unless Lender shall have first received each of the following, following each in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):in its sole discretion: (a) this Agreement, duly executed originals of the Loan Documents and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderBorrower; (b) certified copy of resolutions of the Note, duly executed by Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies the Security Agreement in the form attached hereto as Exhibit C, and all UCC financing statements and evidence of the Certificate proper filing of Incorporation and UCC-1 financing statements perfecting first priority security interests in favor of Lender in all of the Bylaws, as amended through the Closing Date, Collateral that can be perfected by filing of Borrowerfinancing statements; (d) the only executed version of the Master Motor Vehicle Lease and Servicing Agreement marked “Original” (including, all schedules, exhibits and other attachments thereto, the “Master Lease”) dated as of the date hereof by and between Borrower, as lessor and Lessee as lessee with a certificate chattel paper legend required under Section 5.01(u) hereof which shall be shall be certified as true, accurate and complete in all respects by the President of good standing for each of Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse EffectLessee; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant Blocked Account Agreement relating to the Loan Documents cash Capital Contribution duly executed by Borrower and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrowerdepository bank; (f) payment evidence of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial AdvanceCerberus Loan; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion evidence of transit, be located; provided, that up Borrower’s credit facilities sufficient to $3,750,000 of the initial Advance may be used for support the purchase of International Based Financed Equipment without delivering all vehicles other than Eligible Vehicles that are required to operate Borrower’s fleet and the business of Borrower and Lessee in accordance with the business and fleet plans approved by Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lenderthe Collateral Assignment of Master Motor Vehicle Lease and Servicing Agreement in the form attached hereto as Exhibit E, duly executed by Borrower and Lessee; (i) a Release Letter from each Incumbent Lender with respect the Acknowledgement and Consent to the Financed Equipment purchased with the proceeds Collateral Assignment of the initial AdvanceMaster Motor Vehicle Lease and Servicing Agreement attached hereto as Exhibit H, duly executed by Lessee; and (j) such a copy of all documents providing for use of Eligible Vehicles (other than daily rental agreements) by any Person other than Lessee, which shall be certified as true, accurate and complete in all respects by the President of each of Borrower and Lessee; (k) a copy of the resolutions of each of the Boards of Directors of each of Borrower and Lessee, duly adopted, which authorize the execution, delivery and performance of this Agreement, the Note and all of the other Transaction Documents, certified by the respective Presidents and Secretaries of Borrower and Lessee; (l) a copy of the Articles of Incorporation of each of Borrower and Lessee, including in each case any amendments thereto, certified by the Secretary of State of the State of Delaware; (m) a copy of the By-Laws of each of Borrower and Lessee, including in each case any amendments thereto, certified by the respective Secretaries of Borrower and Lessee; (n) an incumbency certificate, executed by the respective Secretaries of Borrower and Lessee, which shall identify by name and title and bear the signatures of all of the officers of each of Borrower and Lessee executing any of the Transaction Documents; (o) certificates of corporate good standing of each of Borrower and Lessee, issued by the Secretary of State of the State of Delaware; (p) an opinion or opinions of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP and/or Weil, Gotshal & ▇▇▇▇▇▇ LLP, counsel to Borrower and Lessee, in the form attached hereto as Exhibit G; (q) certificate(s) of insurance (with loss payable endorsements) as required by this Agreement; (r) evidence in the form of a receipt of deposit to a financial institution reasonably satisfactory to Lender of the payment of Capital Contribution to Borrower; (s) the Order (the “Order”) pursuant to Section 105(a), 363, and 365 of the Bankruptcy Code and Rules 2002, 6004, 6006, and 9014 of the Federal Rules of Bankruptcy Procedure dated August 21, 2003, in the case of In re ANC Rental Corporation, et al. (Case No. 01-011200 (MFW) in the United States Bankruptcy Court for the District of Delaware which approved the sale of certain assets of ANC and certain other companies to Car Acquisition Company LLC and permits Borrower to enter into the Loan and the other Transaction Documents and conduct its business in substantial compliance with its business plan shall not have been stayed, withdrawn, or amended in any material respect; (t) the information regarding the organizational and legal structure of Borrower set forth in Schedule 4.29 shall continue to be true, correct, and complete and the Purchase Agreement providing for the sale of certain assets of ANC to Borrower shall not have been withdrawn, terminated, cancelled, or amended in any material respect; (u) evidence in the form of a certificate of an officer of Borrower certifying to the absence of any order or litigation which, in the judgment of the Lender, would prohibit the making of the Loan or any Advance and absence of litigation which could reasonably be expected to have a Material Adverse Effect on Borrower; (v) a copy of the resolutions of the Board of Directors of Lessee, duly adopted, which authorize the Capital Contribution to Borrower and pursuant to this Agreement and the other Transaction Documents, Lessee’s capitalization of Borrower and Borrower’s use of the capitalization proceeds, certified by the Secretary of Lessee; (w) [Reserved] (x) [Reserved] (y) the Assignment of Proceeds of DaimlerChrysler Motors Corporation Fleet/Daily Rental Purchase Programs (solely with respect to Eligible Vehicles financed by Lender), duly executed by Borrower and acknowledged by DCMC; (z) search results of UCC filings, judgment liens, tax liens and pending litigation with respect to Borrower and Lessee showing that Lender has a first priority security interest in all of the Collateral and that there are no other Liens affecting any of the Collateral; (aa) UCC Financing Statements naming Borrower and Lessee as debtor, filed with the Delaware Secretary of State; (bb) UCC release or termination statements and other documents as may be requested by Lender evidencing the release of all Liens and/or security interests (other than those granted by Borrower in favor of Lender) covering the Collateral; (cc) current financial statements and pro-forma financial statements of Borrower and Lessee as Lender may require and all such information as Lender may reasonably request to confirm the tax, legal and business assumptions made in such financial statements and pro-forma financial statements; (dd) such evidence as Lender may require prior to funding that the transactions contemplated by this Agreement and the other Transaction Documents do not violate any law, rule or regulation or otherwise result in Lender’s failing to receive any of the benefits contemplated under this Agreement or any of the other Transaction Documents; (ee) payment of Lender’s costs and expenses as provided for in Section 8.02; and (ff) such other approvals, agreements, documents, instruments and certificates as Lender may request. Any one or more of the conditions set forth above which have not been satisfied by Borrower on or prior to Lender’s funding of the Initial Advance of the Loan shall not be deemed permanently waived unless Lender shall waive the same in a writing which expressly states that the waiver is permanent, and, in all cases in which the waiver is not stated to be permanent, Lender may at any time subsequent thereto insist upon compliance and satisfaction of any such condition as a condition to any further Advance of the Loan.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless (a) the Borrower shall, prior to or concurrently with such initial Advance, have paid all fees due and payable to the Lenders and the Administrative Agent hereunder, and (b) the Borrower shall have delivered furnished to Lender each the Administrative Agent, with sufficient copies for the Lenders, the following (the term “Borrower” being deemed to include any Qualified Borrower as of the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Agreement Execution Date”): (ai) The duly executed originals of the Loan Documents Documents, including the Notes, payable to the order of each of the Lenders (including the Qualified Borrower Note and all other documents Qualified Borrower Competitive Note from each Qualified Borrower), this Agreement, the Subsidiary Guaranty and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderQualified Borrower Guaranty; (bA) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate Certificates of good standing for each Borrower from its state the states of incorporation organization of each Borrower, certified by the appropriate governmental officer and similar dated not more than thirty (30) days prior to the Agreement Execution Date, and (B)current foreign qualification certificates from all for the Borrower, certified by the appropriate governmental officer, for each other jurisdictions in which it does business and jurisdiction where the failure of the Borrower to so qualify or be qualified licensed (if required) would have a Material Adverse Effect; (eiii) a certificate Copies of incumbency as to each the formation documents (including code of regulations, if appropriate) of the Borrower certified by an officer of Borrower who is the Borrower, together with all amendments thereto; (iv) Incumbency certificates, executed by officers of the Borrower, which shall identify by name and title and bear the signature of the Persons authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to sign the Loan Documents and the Warrant to make borrowings hereunder on behalf of the Borrower, including, without limitation, upon which certificate the chief financial officer Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower; (fv) payment Copies, certified by a Secretary or an Assistant Secretary of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 Borrower of the initial Advance may be used Board of Directors’ resolutions (and resolutions of other bodies, if any are reasonably deemed necessary by counsel for any Lender) authorizing the purchase of International Based Financed Equipment without delivering to LenderAdvances provided for herein, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased Borrower, and the execution, delivery and performance of the Loan Documents to be executed and delivered by the Borrower and each Subsidiary Guarantor hereunder; (vi) A written opinion of the Borrower’s and Subsidiary Guarantors’ counsel, addressed to the Lenders in substantially the form of Exhibit B hereto or such other form as the Administrative Agent may reasonably approve; (vii) A certificate, signed by an officer of the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing and that all representations and warranties of the Borrower are true and correct as of the initial Borrowing Date provided that such certificate is in fact true and correct; (viii) The most recent financial statements of the Borrower; (ix) UCC financing statement, judgment, and tax lien searches with respect to each Borrower from its State of organization; (x) Written money transfer instructions, in substantially the form of Exhibit E hereto, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested; (xi) A compliance certificate in the form of Exhibit C as of the most recent date available, executed by the Borrower’s chief financial officer or chief accounting officer prepared on the assumption that the other Indebtedness of Borrower being repaid by the initial Advance hereunder was replaced by Advances hereunder for the period covered by such certificate; (xii) Evidence that the Commitments of any lenders under the Prior Agreement which are not Lenders under this Agreement (the “Exiting Lenders”) have been properly terminated and all amounts due to the Exiting Lenders have been paid, or will be paid out of the proceeds of the initial AdvanceAdvance hereunder; (xiii) Evidence that all upfront fees due to each of the Lenders under the terms of their respective commitment letters have been paid, or will be paid out of the proceeds of the initial Advance hereunder; and (jxiv) such Such other documents as any Lender or its counsel may have reasonably requestrequested, the form and substance of which documents shall be reasonably acceptable to the parties and their respective counsel.

Initial Advance. Borrower shall have delivered to Lender each The obligations of the followingLenders hereunder shall not become effective, in form and substance satisfactory the Lenders shall not be required to Lender (make the date on which each initial Advance hereunder or issue the initial Facility Letter of the following shall have been so delivered is referred to herein as the “Effective Date”): Credit hereunder, unless and until (a) the Borrowers shall, prior to or concurrently with such initial Advance, have paid all fees due and payable to the Lenders and the Administrative Agent hereunder, and (b) the Borrowers shall have furnished to the Administrative Agent, with sufficient copies for the Lenders, the following: (i) The duly executed originals of the Loan Documents Documents, including the Notes, payable to the order of each of the Lenders and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lenderthis Agreement; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate Certificates of good standing for Borrower the Borrowers from its state their respective states of incorporation organization, certified by the appropriate governmental officer and similar certificates from all other jurisdictions in which it does business and where dated not more than thirty (30) days prior to the failure to be qualified would have a Material Adverse EffectAgreement Execution Date; (eiii) a certificate Copies of incumbency as to each the formation documents (including code of regulations, if appropriate) of the Borrowers, certified by an officer of Borrower who is authorized to execute the Loan DocumentsREIT, together with all amendments thereto (or an update certificate from an officer of the WarrantREIT that there has been no change in such documents from the copies delivered under the Existing Agreement); (iv) Copies, and all other documents and instruments to be delivered pursuant to certified by a Secretary or an Assistant Secretary of the Loan Documents and the Warrant REIT on behalf of Borrowerthe Borrowers, including, without limitation, the chief financial officer of Borrower; (f) payment of the Facility Charge Board of Directors’ resolutions (and reimbursement resolutions of other bodies, if any are reasonably deemed necessary by counsel for any Lender’s current expenses reimbursable pursuant to this Agreement) authorizing the Advances provided for herein, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased Borrowers, and the execution, delivery and performance of the Loan Documents to be executed and delivered by the Borrowers hereunder; (v) An update letter with respect to the prior opinion of the Borrowers’ counsel delivered with respect to the Existing Agreement, addressed to the Lenders in substantially the form of Exhibit F hereto or such other form as the Administrative Agent may reasonably approve; (vi) A certificate, signed by an officer of the REIT on behalf of the Borrowers, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing, and no Material Adverse Effect has occurred and that all representations and warranties of the Borrowers are true and correct as of the initial Borrowing Date provided that such certificate is in fact true and correct; (vii) The most recent financial statements of the Borrowers in the form required under Section 6.1; (viii) UCC financing statement searches with respect to the Borrowers from their respective states of organization and principal place of business; (ix) Evidence that all upfront fees due to each of the Lenders under the terms of their respective commitment letters have been paid, or will be paid out of the proceeds of the initial AdvanceAdvance hereunder; and (jx) such Such other documents as Lender the Administrative Agent may have reasonably requestrequested, the form and substance of which documents shall be reasonably acceptable to the parties and their respective counsel.

Initial Advance. Borrower The Lenders shall have delivered not be required to Lender make the initial Advance unless each of the followingfollowing conditions is satisfied: (a) The Administrative Agent shall have received executed counterparts of this Agreement. (b) The Administrative Agent shall have received a certificate, signed by the chief financial officer of the Borrower, stating that on the date of the initial Advance (1) no Default or Event of Default is continuing and (2) the representations and warranties in Article V are (x) with respect to any representations or warranties that contain a materiality qualifier, true and correct in all respects as of such date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all respects on and as of such earlier date and (y) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects as of such date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date. (c) The Administrative Agent shall have received a written opinion of the Borrower’s counsel (which may include local counsel and in-house counsel), addressed to the Lenders, in form and substance satisfactory to the Required Lenders. (d) The Administrative Agent shall have received any Notes requested by a Lender pursuant to Section 2.11 payable to the order of each such requesting Lender. (e) The Required Lenders shall have received such documents and certificates relating to the date on which each organization, existence and good standing of the following shall have been so delivered is referred to herein as Borrower, the “Effective Date”): (a) executed originals authorization of the Loan Documents and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby and any other legal matters relating to the Borrower, the Loan Documents or to create and perfect the Liens of Lender with respect to transactions contemplated hereby, all Collateral, in all cases in form and substance reasonably acceptable satisfactory to Lender;the Required Lenders and their counsel. (bf) certified copy The Required Lenders shall have received evidence satisfactory to them that any credit facility currently in effect for the Borrower has been terminated and cancelled and all Indebtedness thereunder has been fully repaid (except to the extent being so repaid with the initial Loans) and any and all Liens thereunder, if any, have been terminated and released. (g) The Borrower shall have paid to the Administrative Agent, for distribution to each of resolutions the Lenders, ratably according such Lender’s Term Loan Commitment and Revolving Commitment, a non-refundable upfront fee in the amount of Borrower’s board of directors evidencing approval $187,500 in the aggregate, which is the sum of (i) 0.25% of the Lenders’ aggregate Term Loan and other transactions evidenced by the Loan Documents; Commitments and (ii) the Warrant and transactions evidenced thereby; (c) certified copies 0.15% of the Certificate of Incorporation Lenders’ aggregate Revolving Loan Commitments, with such upfront fee being earned and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as payable to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, Lender upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises;. (h) a Consent Letter from each Incumbent Lender;The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (i) There shall not have occurred a Release Letter from each Incumbent Lender with respect to material adverse change (x) in the Financed Equipment purchased with the proceeds business, Property, liabilities (actual and contingent), operations or condition (financial or otherwise), or results of operations of the initial Advance; andBorrower and its Subsidiaries taken as a whole, since December 31, 2012, or (y) in the facts and information regarding such entities as represented by such entities to date. (j) The Required Lenders shall have received evidence of all governmental, equity holder, and third party consents and approvals necessary in connection with the contemplated financing, and all applicable waiting periods shall have expired without any action being taken by any authority that would be reasonably likely to restrain, prevent, or impose any material adverse conditions on the Borrower and its Subsidiaries, taken as a whole, and no law or regulation shall be applicable that in the reasonable judgment of the Required Lenders could have such effect. (k) No action, suit, investigation or proceeding shall be pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to result in a Material Adverse Effect or that seeks to prevent, enjoin or delay the making of any Advances. (l) The Required Lenders shall have received (i) pro forma financial statements giving effect to the initial Advances that demonstrate, in the Required Lenders’ reasonable judgment, together with all other documents information then available to the Administrative Agent, that the Borrower can repay its debts and satisfy its other obligations as Lender and when they become due and can comply with the financial covenants set forth in Section 6.18, (ii) such information as the Required Lenders may reasonably requestrequest to confirm the tax, legal, and business assumptions made in such pro forma financial statements, (iii) unaudited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal quarters ended March 31, 2013, and June 30, 2013, and (iv) audited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal year ended December 31, 2012. (m) The Required Lenders shall have received evidence of current insurance coverage in form, scope and substance reasonably satisfactory to the Required Lenders and otherwise in compliance with the terms of Sections 5.18 and 6.6. (n) The Required Lenders shall have received the results of a recent lien search the jurisdictions where the Borrower is organized, and such search shall reveal no Liens on any of the assets of the Borrower except for Liens permitted by Section 6.14 or discharged on or prior to the Effective Date pursuant to a payoff letter or other documentation satisfactory to the Required Lenders.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender each of Agent the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (a) executed originals copies of the Loan Documents Documents, Account Control Agreements, together with copies of all executed closing deliverables required pursuant to the terms thereof, and all other documents and instruments reasonably required by Lender Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender Agent with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderAgent; (b) a legal opinion of Borrower’s US counsel in form and substance reasonably acceptable to Agent, and a legal opinion of Loan Parties’ Israeli counsel; [***] Portions of this exhibit (indicated by asterisks) have been omitted pursuant to Regulation S-K, Item 601(b)(10) and Item 601(a)(5). (c) certified copy of resolutions of Borrowereach Loan Party’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (cd) certified copies of the Certificate of Incorporation Incorporation, the Bylaws, and the BylawsArticles of Association (as applicable), as amended through the Closing Date, of Borrowereach Loan Party; (de) a certificate of good standing (or foreign equivalent or insolvency search, as applicable) for Borrower each Loan Party from its state jurisdiction of incorporation organization and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would could have a Material Adverse Effect; (ef) a certificate evidence of incumbency as to release of all existing liens over assets of each officer Guarantor registered with the Israeli Registrar of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of BorrowerCompanies (“Israeli ROC”); (fg) payment of the Initial Facility Charge and reimbursement of LenderAgent’s and the Lenders’ current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from all certificates of insurance and copies of each Incumbent Lender;insurance policy required hereunder; and (i) four original copies of Forms 10 of the Israeli ROC, executed by an officer of each Guarantor, as applicable; (j) copies of each filed ISR Security Document, together with all executed closing deliverables required pursuant to the terms thereof with the “received” stamp from the Israeli ROC, and the Israeli ROC certificates of registration of the pledges pursuant to the ISR Security Documents; (k) evidence of the filing of a Release Letter pledge with the Israeli Registrar of Pledges, together with evidence of registration of the pledge over Parent’s title in BIOMX ISR in accordance with Section 3.1; (l) evidence of removal of “violating company” warning from each Incumbent Lender with respect to the Financed Equipment purchased Guarantor’s files with the proceeds of the initial AdvanceIsraeli ROC; and (jm) such other documents as Lender Agent may reasonably request.

Initial Advance. Borrower shall have delivered Lender's obligation to make the initial Warehousing Advance, is subject to the satisfaction, in the sole discretion of Lender, of the following conditions precedent: (a) Lender each of must receive the following, all of which must be satisfactory in form and content to Lender, in its sole discretion: (1) The Warehousing Note and this Agreement duly executed by Borrower. (2) Borrower's articles or certificate of incorporation, together with all amendments, as certified by the Secretary of State of New York, Borrower's bylaws, together with all amendments, certified by the corporate secretary or assistant secretary of Borrower, and certificates of good standing dated within 60 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Borrower is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (3) A resolution of the board of directors of Borrower authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by Borrower under this Agreement. (4) A certificate as to the incumbency and authenticity of the signatures of the officers of Borrower executing this Agreement and the other Loan Documents. (5) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by Borrower in the conduct of its business. (6) Fiscal year-end financial statements of Borrower (and, if applicable, Borrower's Subsidiaries, on a consolidated basis) containing a balance sheet as of December 31, 2002 and related statements of income, changes in stockholders' equity and cash flows for the period ended on that date, all in reasonable detail and prepared in accordance with GAAP applied on a basis consistent with prior periods and accompanied by (A) an opinion as to those financial statements in form and substance satisfactory to Lender and prepared by independent certified public accountants of recognized standing acceptable to Lender and (B) any management letters, management reports or other supplementary comments or reports delivered by those accountants to Borrower or its board of directors. (7) Interim financial statements of Borrower (and, if applicable, Borrower's Subsidiaries, on a consolidated basis) containing a balance sheet as of March 31, 2003, and a related statement of income, for the period ended on that date prepared in accordance with GAAP applied on a basis consistent with Borrower's most recent audited financial statements. (8) A favorable written opinion of counsel to Borrower, addressed to Lender and dated as of the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”): (a) executed originals of the Loan Documents and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of covering such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such other documents matters as Lender may reasonably request. (9) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for Borrower that do not disclose the existence of any prior Lien on the Collateral other than in favor of Lender or as permitted under this Agreement. (10) Copies of the certificates, documents or other written instruments that evidence Borrower's eligibility described in Section 9.1, all in form and substance satisfactory to Lender. (11) Copies of Borrower's errors and omissions insurance policy or mortgage impairment insurance policy, and blanket bond coverage policy, or certificates in lieu of policies, showing compliance by Borrower as of the date of this Agreement with the provisions of Section 7.9. (12) A fully-executed Funding Bank Agreement and evidence that all accounts into which Warehousing Advances will be funded have been established at the Funding Bank. (13) One or more agreements among Borrower, Lender and ▇▇▇▇▇▇ Mae in which ▇▇▇▇▇▇ ▇▇▇ agrees to send all cash proceeds of Mortgage Loans sold by Borrower to ▇▇▇▇▇▇ Mae to the Cash Collateral Account, each in form and substance satisfactory to Lender. (14) Receipt by Lender of any fees due on the date of this Agreement. (b) If, as of the date of this Agreement, Borrower has any indebtedness for borrowed money to any of its directors, officers, shareholders or Affiliates, which indebtedness has a term of more than 1 year or is in excess of $25,000, the Person to whom Borrower is indebted must have executed a Subordination of Debt Agreement, on the form prescribed by Lender; and Lender must have received an executed copy of that Subordination of Debt Agreement, certified by the corporate secretary or assistant secretary of Borrower to be true and complete and in full force and effect as of the date of the Warehousing Advance.

Initial Advance. Borrower At or prior to the making of the Term Loan and the initial Revolving Credit Loan hereunder, the following conditions precedent shall also have been satisfied: (a) the Lender shall have delivered received the following (each to Lender be properly executed and completed) and the same shall have been approved as to form and substance by the Lender: (i) this Agreement; (ii) the Notes; (iii) the Mortgage; (iv) the Pledge Agreement; (v) the Security Agreements; (vi) the UCC financing statements to be filed against the Borrowers; (vii) the other Security Documents; (viii) an incumbency certificate containing the name, title and genuine signatures of each of the followingBorrowers' Authorized Representatives; (ix) copies (executed or certified, as may be appropriate) of all legal documents or proceedings taken in connection with the execution and delivery of this Agreement and the other Loan Documents and the Acquisition to the extent the Lender or its counsel may reasonably request. (x) a solvency certificate regarding the solvency of the Borrowers following the Acquisition. (xi) the terms of the contingent subordinated liability under the Offer to Buy have been reviewed and approved by the Lender; and the Lender shall have entered into an effective Subordination Agreement in a form and substance satisfactory to the Lender; (b) legal matters incident to the execution and delivery of this Agreement, the other Loan Documents and to the transactions contemplated hereby and thereby, shall be satisfactory to the Lender and its counsel; and the Lender shall have received the favorable written opinions of counsel from the Borrowers in form and substance satisfactory to the Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”): (a) executed originals of the Loan Documents and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced therebyits counsel; (c) certified copies the Lender shall have received such valuations and certifications as it may require in order to satisfy itself as to the financial condition of the Certificate of Incorporation Borrowers, and the Bylaws, as amended through lack of contingent liabilities of the Closing Date, of BorrowerBorrowers; (d) the Lender shall have received a certificate Borrowing Base Certificate showing the computation of good standing for Borrower from its state the Borrowing Base as of incorporation the date of the making of the initial Revolving Credit Loan hereunder, and similar certificates from all other jurisdictions which evidences that the Borrowing Base is then in which it does business and where excess of the failure Revolving Credit Loans to be qualified would have a Material Adverse Effectoutstanding hereunder; (e) a certificate the Lender shall have received copies of incumbency as to the articles of incorporation and bylaws of each officer of Borrower who is authorized to execute the Loan DocumentsBorrowers, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrowercertified in each instance by its secretary or assistant secretary; (f) payment the Lender shall have received copies of resolutions of the Facility Charge Board of Directors and reimbursement the Shareholders, as required of Lender’s current expenses reimbursable pursuant to this the Borrowers authorizing the execution and delivery and performance of the Stock Purchase Agreement, which amounts may be deducted from Offer to Buy, this Agreement and the initial Advance;other Loan Documents together with specimen signatures of the persons authorized to execute such documents, all certified by its secretary of its assistant secretary. (g) Landlord Consents or Bailee Agreements, as applicable, the Lender shall have received assurances reasonably satisfactory to it that all conditions precedent to the consummation of the Acquisition shall have been satisfied except for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 Lender's funding of the initial Advance may be used purchase price for the purchase of International Based Financed Equipment without delivering to Lender, prior Acquisition and that immediately after given effect to the disbursement Acquisition, all representations and warranties by the Borrowers herein would remain true and correct in all material respects and no Default or Event of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may Default would occur or be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises;continuing (h) a Consent Letter from each Incumbent the capital and corporate structure of the Borrowers shall be satisfactory to the Lender; (i) the Lender shall have received the Articles of Merger and the favorable written opinion or opinions of counsel to Cycle Country Iowa, in a Release Letter from each Incumbent Lender form and substance satisfactory to the Lender, with respect to the Financed Equipment purchased merger of Okoboji Industries Corp. with and into Cycle Country Iowa. (j) the proceeds Lender shall have received a good standing certificate for the Borrowers and (dated as of the initial Advancedate no earlier than thirty (30) days prior to the date hereof) from the Office of the Secretary of State of Iowa and Nevada, and the Secretary of State of each other state in which either is qualified to do business as a foreign corporation dated no earlier than thirty (30) days prior to the date hereof; (k) the Lender shall have received such other agreements, instruments documents, certificates and opinions as the Lender may reasonable request; and (jl) such other Lender shall have received UCC termination statements and mortgage releases as shall be necessary to provide to the Lender a first priority interest in the Security Property, subject only to those Permitted Liens, if any, set forth on Schedule 8.12. (m) the Borrowers shall have provided to the Lender the closing documents and agreements relating to the consummation of the Acquisition, including the Acquired Real Property, all of which shall be satisfactory to the Lender, including the total acquisition price of the Acquisition, and all legal matters incident to the closing of the Acquisition shall be satisfactory to the Lender and its counsel. The execution and delivery of the Notes and the request of the Term Loan and initial Revolving Credit Loan pursuant hereto shall be and constitute a representation and warranty by the Borrowers that each of the conditions set forth in this Section 7.2 will be satisfied as Lender may reasonably requestof the date of the initial Loan hereunder.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder or issue the initial Facility Letter of Credit hereunder, unless (a) the Borrower shall, prior to or concurrently with such initial Advance, have paid all fees due and payable to the Lenders and the Administrative Agent hereunder, and (b) the Borrower shall have delivered furnished to Lender each of the Administrative Agent, the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (a) The duly executed originals of the Loan Documents Documents, including the Notes payable to the order of each of the Lenders, this Agreement and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderSubsidiary Guaranty; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) Certificates of good standing for the Loan Borrower and other transactions evidenced each Subsidiary Guarantor, from the State of Maryland for the Borrower and the states of organization of each Subsidiary Guarantor, certified by the Loan Documents; appropriate governmental officer and dated not more than thirty (30) days prior to the Agreement Execution Date, and (ii) foreign qualification certificates for the Warrant Borrower and transactions evidenced thereby; each Subsidiary Guarantor, certified by the appropriate governmental officer and dated not more than thirty (c30) certified copies of days prior to the Certificate of Incorporation and the Bylaws, as amended through the Closing Agreement Execution Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all each other jurisdictions in which it does business and jurisdiction where the failure of the Borrower or such Subsidiary Guarantor to so qualify or be qualified licensed (if required) would have a Material Adverse Effect; (ec) a certificate Copies of incumbency as to each the formation documents (including code of regulations, if appropriate) of the Borrower and the Subsidiary Guarantors, certified by an officer of the Borrower who is or such Subsidiary Guarantor, as appropriate, together with all amendments thereto; (d) Incumbency certificates, executed by officers of the Borrower and the Subsidiary Guarantors, which shall identify by name and title and bear the signature of the Persons authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to sign the Loan Documents and the Warrant to make borrowings hereunder on behalf of the Borrower, includingupon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower or any such Subsidiary Guarantor; (e) Copies, without limitationcertified by a Secretary or an Assistant Secretary of the Borrower and each Subsidiary Guarantor, of the chief financial officer Board of Directors’ resolutions (and resolutions of other bodies, if any are reasonably deemed necessary by counsel for any Lender) authorizing the Advances provided for herein, with respect to the Borrower, and the execution, delivery and performance of the Loan Documents to be executed and delivered by the Borrower and each Subsidiary Guarantor hereunder; (f) payment A written opinion of the Facility Charge Borrower’s and reimbursement Subsidiary Guarantors’ counsel, addressed to the Lenders in substantially the form of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts Exhibit H hereto or such other form as the Administrative Agent may be deducted from the initial Advancereasonably approve; (g) Landlord Consents or Bailee AgreementsA certificate, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 signed by an officer of the Borrower, stating that on the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to LenderBorrowing Date (a) no Default or Unmatured Default has occurred and is continuing, prior to the disbursement of such Advance, any Landlord Consents in respect (b) all representations and warranties of the premises in the continental United States where such International Based Financed Equipment may be located temporarilyBorrower are true and correct, so long as (ic) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transitneither Borrower nor any Subsidiary Guarantor has suffered any material adverse changes, and (iid) within 90 days no action, suit, investigation or proceeding, pending or threatened, exists in any court or before any arbitrator or governmental authority that purports to materially and adversely affect the Borrower, Guarantors or subsidiary or any transaction contemplated hereby, or that could have a material adverse effect on the Borrower, Subsidiary Guarantors or subsidiary or any transaction contemplated hereby or on the ability of the Effective Date (Borrower, Subsidiary Guarantors or any subsequent Advance Date with respect subsidiary of either one to any International Based Financed Equipment not financed on perform its obligations under the Effective Date)Loan Documents, provided that such International Based Financed Equipment certificate is relocated to such foreign premisesin fact true and correct; (h) a Consent Letter from each Incumbent LenderThe most recent financial statements of the Borrower; (i) a Release Letter from each Incumbent Lender UCC financing statement, judgment, and tax lien searches with respect to the Financed Equipment purchased Borrower from its state of organization and principal place of business; (j) Written money transfer instructions, in substantially the form of Exhibit E hereto, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested; (k) Evidence that all upfront fees due to each of the Lenders under the terms of their respective commitment letters have been paid, or will be paid out of the proceeds of the initial Advance; andAdvances hereunder; (jl) such A compliance certificate pursuant to Section 6.1(e); (m) A certificate, in substantially the form of Exhibit J attached hereto, signed by an officer of the Borrower, certifying the Unencumbered Leverage Ratio and the Unencumbered DSCR; (n) Evidence satisfactory of the Administrative Agent of payment in full of all amounts due to any lenders under the Existing Agreement which are not continuing as Lenders hereunder and of acceptance by them of the termination of their commitments thereunder. (o) A subordination agreement executed by the Advisor in the form attached hereto as Exhibit K and made a part hereof; (p) Such other documents as any Lender or its counsel may have reasonably requestrequested, the form and substance of which documents shall be reasonably acceptable to the parties and their respective counsel.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder or issue the initial Facility Letter of Credit hereunder, unless (a) the Borrower shall, prior to or concurrently with such initial Advance or issuance, have paid all fees due and payable to the Lenders and the Administrative Agent hereunder, and (b) the Borrower shall have delivered furnished to Lender each of the Administrative Agent, the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (a) The duly executed originals of the Loan Documents Documents, including the Notes payable to the order of each of the Lenders, this Agreement, the Disclosure Letter, the Subsidiary Guaranty and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderMortgages; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) Certificates of good standing for the Loan Borrower and other transactions evidenced each Subsidiary Guarantor, from the State of Maryland for the Borrower and the states of organization of each Subsidiary Guarantor, certified by the Loan Documents; appropriate governmental officer and dated not more than sixty (60) days prior to the Agreement Effective Date, and (ii) foreign qualification certificates for each Subsidiary Guarantor owning a Qualifying Collateral Pool Property, certified by the Warrant appropriate governmental officer and transactions evidenced therebydated not more than sixty (60) days prior to the Agreement Effective Date, for the jurisdiction in which such Qualifying Collateral Pool Property is located; (c) certified copies Copies of the Certificate formation documents (including code of Incorporation regulations, if appropriate) of the Borrower and the BylawsSubsidiary Guarantors, certified by an officer of the Borrower or such Subsidiary Guarantor, as amended through the Closing Dateappropriate, of Borrowertogether with all amendments thereto; (d) a Incumbency certificates, executed by officers of the Borrower or the Subsidiary Guarantors, which shall identify by name and title and bear the signature of the Persons authorized to sign the Loan Documents and to make borrowings hereunder on behalf of the Borrower, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of good standing for any change in writing by the Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effector any such Subsidiary Guarantor; (e) Copies, certified by a certificate Secretary or an Assistant Secretary of incumbency as the Borrower or the applicable Subsidiary Guarantor, of the Board of Directors’ resolutions authorizing the Advances provided for herein, with respect to each officer of Borrower who is authorized to execute the Loan Documents, the WarrantBorrower, and all other documents the execution, delivery and instruments to be delivered pursuant to performance of the Loan Documents to be executed and delivered by the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of BorrowerBorrower and each Subsidiary Guarantor hereunder; (f) payment A written opinion of the Facility Charge and reimbursement Borrower’s counsel, addressed to the Lenders in substantially the form of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts Exhibit F hereto or such other form as the Administrative Agent may be deducted from the initial Advancereasonably approve; (g) Landlord Consents or Bailee AgreementsA certificate, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 signed by an officer of the Borrower, stating that on the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as Borrowing Date (i) prior to the disbursement of such Advanceno Default or Unmatured Default has occurred and is continuing, one or more Bailee Agreements, as applicable, are delivered in respect (ii) all representations and warranties of the foreign premises where such International Based Financed Equipment will be located upon completion of transitBorrower are true and correct, (iii) neither Borrower nor any Subsidiary Guarantor has suffered any material adverse changes, and (iiiv) within 90 days except as specifically as disclosed in the Disclosure Letter, no action, suit, investigation or proceeding, pending or threatened, exists in any court or before any arbitrator or governmental authority that purports to materially and adversely affect the Borrower, Guarantors or subsidiary or any transaction contemplated hereby, or that could have a material adverse effect on the Borrower, Subsidiary Guarantors or subsidiary or any transaction contemplated hereby or on the ability of the Effective Date (Borrower, Subsidiary Guarantors or any subsequent Advance Date with respect subsidiary of either one to any International Based Financed Equipment not financed on perform its obligations under the Effective Date)Loan Documents, provided that such International Based Financed Equipment certificate is relocated to such foreign premisesin fact true and correct; (h) a Consent Letter from each Incumbent LenderThe most recent financial statements of the Borrower; (i) a Release Letter from each Incumbent Lender UCC financing statement searches with respect to the Financed Equipment purchased Borrower and each Subsidiary Guarantor from its state of organization; (j) Written money transfer instructions addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested; (k) Evidence that all upfront fees due to each of the Lenders under the terms of their respective commitment letters have been paid, or will be paid out of the proceeds of the initial AdvanceAdvance hereunder; (l) A pro forma compliance certificate pursuant to Section 6.1(v), (and provided for clarification purposes that Borrower shall have no obligation to deliver a compliance certificate under the terms of the Original Credit Agreement with respect to the quarter ended December 31, 2010, but that if such pro forma compliance certificate does not reflect Borrower’s actual financial results reported for the period ending December 31, 2010, Borrower shall be obligated to issue another compliance certificate under the terms of this Agreement for such period when such actual results are reported); (m) The Required Diligence with respect to all Qualifying Collateral Pool Properties (other than the Required SNDAs and Estoppels, but including the opinions of local counsel with respect to the Mortgages); (n) Evidence in the form of an escrow and related undertakings from a title insurance company satisfactory to the Administrative Agent that all Indebtedness encumbering the Qualifying Collateral Pool Properties immediately prior to the Agreement Effective Date shall be repaid in full from the proceeds of the initial Advance hereunder. (o) Evidence satisfactory to the Administrative Agent of payment in full of all amounts due to any lenders under the Original Credit Agreement which are not continuing as Lenders hereunder; and (jp) such Such other documents as any Lender or its counsel may have reasonably requestrequested, the form and substance of which documents shall be reasonably acceptable to the parties and their respective counsel. Upon satisfaction of the foregoing conditions precedent and the funding of the initial Advance, the Administrative Agent shall execute and deliver to Borrower a release of any security interests created pursuant to the “Collateral Assignments” or the “Account Pledge Agreement” (as such terms are defined in the Original Credit Agreement) and terminations of any related UCC financing statements.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder or issue the initial Facility Letter of Credit hereunder, unless (a) Borrower shall, prior to or concurrently with such initial Advance or issuance, have paid all fees due and payable to the Lenders and the Administrative Agent hereunder, and (b) Borrower shall have delivered furnished to Lender each of the Administrative Agent, with sufficient copies for the Lenders, the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”): (ai) The duly executed originals of the Loan Documents Documents, including the Notes, payable to the order of each of the Lenders, this Agreement, the Subsidiary Guaranty, the Parent Guaranty, the Collateral Assignment and all the other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderSecurity Documents; (bA) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate Certificates of good standing for Borrower, the Parent Guarantor and each Subsidiary Guarantor, from the State of Delaware for Borrower from its state and the states of incorporation organization of the Parent Guarantor and similar each Subsidiary Guarantor, certified by the appropriate governmental officer and dated not more than thirty (30) days prior to the Agreement Execution Date, and (B) foreign qualification certificates from all for each Subsidiary Guarantor, certified by the appropriate governmental officer and dated not more than thirty (30) days prior to the Agreement Execution Date, for each other jurisdictions in which it does business and jurisdiction where the failure of such Subsidiary Guarantor to so qualify or be qualified would licensed (if required) is reasonably expected to have a Material Adverse Effect; (eiii) a certificate Copies of incumbency as to each the formation documents (including code of regulations, if appropriate) of Borrower, the Parent Guarantor and the Subsidiary Guarantors, certified by an officer of Borrower who is Borrower, Parent Guarantor or such Subsidiary Guarantor, as appropriate, together with all amendments thereto; (iv) Incumbency certificates, executed by officers of Borrower, Parent Guarantor and the Subsidiary Guarantors, which shall identify by name and title and bear the signature of the Persons authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to sign the Loan Documents and the Warrant to make borrowings hereunder on behalf of Borrower, includingupon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by Borrower, without limitationParent Guarantor or any such Subsidiary Guarantor; (v) Copies, certified by a Secretary or an Assistant Secretary of Borrower, Parent Guarantor and each Subsidiary Guarantor, of the chief Board of Directors’ resolutions (and resolutions of other bodies, if any are reasonably deemed necessary by counsel for any Lender) authorizing the Advances provided for herein, with respect to Borrower, and the execution, delivery and performance of the Loan Documents to be executed and delivered by Borrower, Parent Guarantor and each Subsidiary Guarantor hereunder; (vi) A written opinion of Borrower’s, Parent Guarantor’s and Subsidiary Guarantors’ counsel, addressed to the Lenders in form and substance as the Administrative Agent may reasonably approve; (vii) A certificate, signed by an officer of Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing and that all representations and warranties of Borrower are true and correct as of the initial Borrowing Date provided that such certificate is in fact true and correct; (viii) The most recent financial officer statements of Borrower; (fix) payment UCC financing statement, judgment, and tax lien searches with respect to Borrower, Parent Guarantor and each Subsidiary Guarantor from their respective states of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advanceorganization; (gx) Landlord Consents or Bailee AgreementsWritten money transfer instructions, as applicablein substantially the form of Exhibit E hereto, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior addressed to the disbursement of Administrative Agent and signed by an Authorized Officer, together with such Advance, any Landlord Consents in respect of other related money transfer authorizations as the premises in the continental United States where such International Based Financed Equipment Administrative Agent may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premiseshave reasonably requested; (hxi) a Consent Letter from Evidence that all upfront fees due to each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to of the Financed Equipment purchased with Lenders under the terms of their respective commitment letters have been paid, or will be paid out of the proceeds of the initial AdvanceAdvance hereunder; (xii) Delivery of all Eligible Borrowing Base Property Qualification Documents and the satisfaction of all Collateral Inclusion Conditions with respect to the Initial Borrowing Base Properties, which must be comprised of at least four Borrowing Base Properties having a Borrowing Base Value of at least $50,000,000; and (jxiii) such Such other documents as any Lender or its counsel may have reasonably requestrequested, the form and substance of which documents shall be reasonably acceptable to the parties and their respective counsel.

Initial Advance. The Lenders shall not be required to make --------------- the initial Advance hereunder unless the Borrower shall have delivered has furnished to Lender each the Agent with sufficient copies for the Lenders: (i) Copies of the following, in form and substance satisfactory to Lender (the date on which each articles of incorporation of the following Borrower, together with all amendments thereto,both certified by the appropriate governmental officer in its jurisdiction of incorporation, together with a good standing certificate issued by the Secretary of State of the jurisdiction of its incorporation and such other jurisdictions as shall have been so delivered is referred to herein as be requested by the “Effective Date”):Agent. (aii) Copies, certified by the Secretary or an Assistant Secretary of the Borrower, of its by-laws and Board of Directors' resolutions authorizing the execution of the Loan Documents. (iii) An incumbency certificate, executed originals by the Secretary or an Assistant Secretary of the Borrower, which shall identify by name and title and bear the signature of the officers of the Borrower authorized to sign the Loan Documents and all other documents to make borrowings hereunder, upon which certificate the Agent and instruments reasonably required the Lenders shall be entitled to rely until informed of any change in writing by Lender to effectuate the transactions contemplated hereby Borrower. (iv) A certificate, signed by the Chief Financial Officer or to create the Treasurer of the Borrower, stating that on the date hereof (a) no Default or Unmatured Default has occurred and perfect the Liens of Lender with respect to all Collateral, in all cases in form is continuing and substance reasonably acceptable to Lender; (b) certified copy each of resolutions the representations and warranties set forth in Article V of Borrower’s board this Agreement is true and correct as of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby;such date. (cv) certified copies A written opinion of the Certificate Borrower's counsel, addressed to the Lenders in substantially the form of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower;Exhibit "F" hereto. (dvi) a certificate Notes payable to the order of good standing for Borrower from its state each of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect;Lenders. (evii) a certificate Written money transfer instructions, in substantially the form of incumbency Exhibit "I" hereto, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, Agent may have reasonably requested. (viii) The Existing Credit Agreements shall have been terminated and all other documents and instruments to amounts owing thereunder shall have been paid (or shall contemporaneously be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower;paid) in full. (fix) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such Such other documents as any Lender or its counsel may have reasonably requestrequested.

Initial Advance. Borrower As conditions precedent to the making of the initial Advance (1) Customers shall reimburse Lehm▇▇ ▇▇▇ all of its costs and expenses in connection with the closing of this Facility on the date hereof; (2) Lehm▇▇ ▇▇▇ll have delivered completed its due diligence review, (including without limitation, review of the Mortgage Loan documents and pay histories, and review of mortgagor, operating statements, appraisals, environmental and engineering reports with respect to Lender each the Collateral); (3) all of the representations, and warranties contained in the Relevant Agreements shall be accurate, true and correct in all material respects and there shall exist no Event of Default thereunder; and (4) subject to the Post Closing Agreement Lehm▇▇ ▇▇▇ll have received on or before the day of such Advance the following, in form and substance reasonably satisfactory to Lender Lehm▇▇ ▇▇▇ duly executed by Customers, or the relevant Person as applicable: (i) The Facility Documents; (ii) Evidence that all other actions necessary or, in the reasonable opinion of Lehm▇▇, ▇▇sirable to perfect and protect the security interests created by the Pledge Agreement have been taken including, but not limited to, state and county Uniform Commercial Code financing statement searches of SLTLP and SLTLLC and the Guarantor in the state of their formation; (iii) With respect to each Facility Document to which SLTLP, SLTLLC and the Guarantor is a party, a certified copy of resolutions of SLTLP, SLTLLC and Guarantor, as applicable, approving the Facility Documents and borrowings thereunder (either specifically or by general resolution approving borrowings of the type described in the Facility Documents), and all documents evidencing other necessary corporate action or governmental approvals as may be reasonably required in connection with the Relevant Agreements; (iv) A certificate of SLTLP's, SLTLLC's and Guarantor's secretary certifying the names, true signatures and titles of SLTLP's, SLTLLC's and Guarantor's officers duly authorized to request Advances and sign the Facility Documents and the other documents to be delivered thereunder; (v) An opinion letter, dated the date on which each hereof, of the following shall have been so delivered is referred counsel to herein as the “Effective Date”):Customers, reasonably satisfactory to Lehm▇▇; (avi) executed originals of the Loan Documents and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases evidence in form and substance reasonably acceptable satisfactory to LenderLehm▇▇ ▇▇▇t the Guarantor and Starwood have completed the issuance of equity which yielded a minimum of two hundred million dollars ($200,000,000) of net proceeds; (bvii) A certified copy of resolutions the organizational documents of Borrower’s board SLTLP, SLTLLC and the Guarantor and satisfactory evidence of directors evidencing approval their due organization, existence and good standing certificates issued by their respective states of (i) organization and in the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced therebystates where required to conduct business; (cviii) certified copies The most recent consolidated quarterly unaudited and annual audited financial statements of the Certificate Guarantor and its consolidated Subsidiaries, and, in any case, SLTLP and SLTLLC, which annual audited consolidated financial statements shall be certified without qualification by independent certified public accountants of Incorporation and the Bylaws, as amended through the Closing Date, of Borrowerrecognized national standing pursuant to an audit conducted in accordance with generally accepted auditing standards; (dix) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse EffectA Comfort Letter; (ex) a certificate Customers have delivered the original certificates and copies of incumbency as to each officer policies of Borrower who is authorized to execute insurance for the Loan DocumentsMortgagors, the WarrantCustomers, and all other documents Servicer as required by and instruments reasonably satisfactory to be delivered pursuant to Lehm▇▇ ▇▇▇er the Loan Documents terms and conditions of the Warrant on behalf of BorrowerRelevant Agreements; (xi) Evidence, including, without limitation, the chief financial officer results of Borrowera search of the records of state and local recording offices responsible for the retention of filed financing statements in the state in which SLTLP and SLTLLC were organized, that all filings, registrations and recordings required to be filed under this Facility Agreement in order to create, in favor of Lehm▇▇, ▇ perfected first-priority security interest in the Collateral hereunder with respect to which a security interest may be perfected by filing under the Uniform Commercial Code as then in effect in any applicable jurisdiction have been made; (fxii) payment of the Facility Charge An executed amended and reimbursement of Lender’s current expenses reimbursable pursuant to this restated Intercreditor Agreement, which amounts may be deducted from the initial Advancedated as of March 23, 1995, by and between SLTLP and Starwood-Nomura Hotel Investors, L.P.; (gxiii) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 A consent of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior Minority Interest to the disbursement of such Advance, any Landlord Consents in respect transfer of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior Participation Interest to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premisesLehm▇▇; (hxiv) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with Title endorsements in favor of Lehm▇▇ ▇▇▇h respect to the Financed Equipment purchased with the proceeds of the initial Advanceeach Mortgage Loan; and (jxv) such Such other documents documents, instruments, opinions and assurances in form and substance reasonably satisfactory to Lehm▇▇ ▇▇▇ Lehm▇▇'▇ ▇▇▇nsel, as Lender may Lehm▇▇ ▇▇▇ reasonably requestrequire in connection herewith. By execution of this Facility Agreement Lehm▇▇ ▇▇▇firms that conditions (1), (2) and (4) have been satisfied subject to the Post Closing Agreement.

Initial Advance. Lenders shall not be required to make the Initial Advance hereunder unless (a) Borrower has paid all fees due and payable to Lenders and Agent hereunder, (b) the initial Borrowing Notice is delivered to Agent on or before March 24, 1998, (c) the proceeds of the Initial Advance together with the net proceeds of the Preferred Securities Offering are sufficient to and are used for the payoff and termination of the Existing Facilities, (d) the gross proceeds of the Preferred Securities Offering shall be equal to or greater than $125 million and the net proceeds thereof shall have been received by Borrower, (e) the consummation of the Preferred Securities Offering shall have occurred on or before the date hereof, in accordance with the terms and conditions of documents and instruments (the "Preferred Securities Offering Documents") that have been reviewed and approved by Agent and Agent's counsel, (f) the execution of an agreement by and between Borrower and Dick▇▇▇ ▇▇▇a Systems, Inc. ("Dick▇▇▇") ▇hereby Borrower will agree to acquire a controlling interest in the capital stock of Dick▇▇▇ ▇▇ a cash purchase price not to exceed $121,025,000, plus assumption of certain liabilities, and plus payments of certain other consideration not to exceed $17,000,000 (the "Merger"), in accordance with the terms and conditions of documents and instruments (the "Merger Documents") that have been reviewed and approved by Agent and Agent's counsel, and (g) Borrower shall have delivered furnished to Lender each of Agent, with sufficient copies for Lenders, the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (ai) The duly executed originals of the Loan Documents Documents, including the Notes, payable to the order of each of Lender, and all other documents this Agreement and instruments reasonably required a Non-Borrowing and Non-Pledge Agreement executed by Lender to effectuate Maryland, Illinois, the transactions contemplated hereby or to create Limited Partnership, Minnesota and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderCanada; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a A certificate of good standing for Borrower from and each of its state of incorporation Substantial Subsidiaries, certified by the appropriate governmental officer, and similar certificates from all other jurisdictions in which it does business and foreign qualification certificates, certified by the appropriate governmental officer, for each jurisdiction where the failure to so qualify or be qualified would have licensed (if required) could reasonably be expected to result in a Material Adverse EffectChange; (eiii) a certificate of incumbency as to each Copies, certified by an officer of Borrower who is of each of Borrower's and each of its Substantial Subsidiaries formation documents (including by-laws or code of regulations), together with all amendments thereto; (iv) An incumbency certificate, executed by an officer of Borrower and each Substantial Subsidiary, which shall identify by name and title and bear the signature of the Persons authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to sign the Loan Documents or the Non-Borrowing and Non-Pledge Agreement, as the Warrant case may be, and to make borrowings hereunder on behalf of Borrower, includingupon which certificate Agent and Lenders shall be entitled to rely until informed of any change in writing by Borrower or such Substantial Subsidiary; (v) Copies, without limitationcertified by the Secretary or Assistant Secretary, of Borrower's and each Substantial Subsidiaries' Board of Directors' resolutions, which shall provide either a shareholder or Board of Directors resolution (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing, as the case may be, the chief financial Advances PROVIDED for herein and the execution, delivery and performance of the Loan Documents or the Non-Borrowing and Non-Pledge Agreement to be executed and delivered by Borrower and each Subsidiary hereunder; (vi) A written opinion of Borrower's, and each Substantial Subsidiaries' counsel, addressed to Lenders in substantially the form of EXHIBIT I and EXHIBIT J hereto; (vii) A certificate, signed by an officer of Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing and that all representations and warranties of Borrower are true and correct as of the initial Borrowing Date; (fviii) payment The most recent financial statements of the Facility Charge Borrower and reimbursement a certificate from an officer of Lender’s current expenses reimbursable pursuant to this AgreementBorrower stating that no Material Adverse Change in Borrower's financial condition has occurred since December 31, which amounts may be deducted from the initial Advance1997 that has not been publicly announced; (gix) Landlord Consents or Bailee AgreementsUCC financing statement, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transitjudgment, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date tax lien searches with respect to any International Based Financed Equipment not financed on Borrower from the Effective Date)State of Ohio, such International Based Financed Equipment is relocated from the state of Illinois with respect to such foreign premises; (h) a Consent Letter Illinois, from each Incumbent Lender; (i) a Release Letter the State of Maryland with respect to Maryland and from each Incumbent Lender the province of Ontario with respect to Canada, from the State of Minnesota with respect to Minnesota, from the State of Texas with respect to the Financed Equipment purchased Limited Partnership and from the State of Georgia with respect to Dick▇▇▇; (x) A certificate, signed by an officer of Borrower, stating that all judgments against Borrower have been satisfied, and that all liens or encumbrances on any Property of Borrower have been released, other than liens permitted pursuant to SECTION 5.15; (xi) Written money transfer instructions, in substantially the proceeds form of EXHIBIT K hereto, addressed to Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as Agent may have reasonably requested; (xii) A true, correct and complete copy of the initial Advancefully executed Agreement for Inventory Financing; (xiii) A copy of Borrower's Private Placement Memorandum, and any amendments or supplements thereto, relating to the Preferred Securities and any other documents or instruments relating thereto requested by Agent or any Lender, and a certificate of an Authorized Financial Officer stating that the Preferred Securities Offering has been consummated; and (jxiv) such Such other documents as any Lender or its counsel may have reasonably requestrequested, the form and substance of which documents shall be acceptable to the parties and their respective counsel.

Initial Advance. Borrower The obligation of each Lender to make the initial Advance (including, without limitation, the obligation of the Issuing Lender to issue any Letter of Credit) to be made by it on or following the date of this Agreement is subject to the following conditions precedent: (a) The Administrative Agent shall have delivered to Lender each received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, and each in form and substance satisfactory to Lender the Administrative Agent and its legal counsel (unless otherwise specified or, in the case of the date on which each of any of the following shall have been so delivered is referred to herein as following, unless the “Effective Date”Administrative Agent otherwise agrees or directs): (a1) Notes issued to each Lender in the principal amount of that Lender’s Pro Rata Share; (2) the Deeds of Trust executed originals by Borrower and Wheeling Land Development Corporation in forms which are suitable for recordation in the relevant West Virginia recorder’s offices, extending the term of the Loan Documents Agreement to the Maturity Date, and all other documents and instruments reasonably required by Lender to effectuate reducing the transactions contemplated hereby or to create and perfect amount of the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced Commitment secured thereby; (c3) certified copies the Reaffirmation and Amendment to Amended and Restated Guaranty, executed by each Subsidiary of the Certificate of Incorporation Borrower and the Bylaws, as amended through the Closing Date, of Borrowerby Administrative Agent; (d4) a certificate the Reaffirmation and Amendment to Amended and Restated Subsidiary Security Agreement, executed by each Subsidiary of Borrower and by the Administrative Agent; (5) the Reaffirmation and Amendment to Amended and Restated Borrower Security Agreement, executed by Borrower and by the Administrative Agent; (6) the Reaffirmation and Amendment to Environmental Indemnity Agreement, executed by Borrower and by Wheeling Land Development Corp.; (7) such documentation with respect to Borrower, each Subsidiary Guarantor and each other Obligor as the Administrative Agent may require to establish its due organization, valid existence and good standing for Borrower from standing, its state of incorporation and similar certificates from all other jurisdictions qualification to engage in business in each material jurisdiction in which it does is engaged in business and where the failure or required to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as so qualified, its authority to each officer of Borrower who is authorized to execute execute, deliver and perform the Loan Documents, the Warrantidentity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, including certified copies of articles of incorporation and amendments thereto, bylaws and amendments thereto, certificates of good standing and/or qualification to engage in business, tax clearance certificates, certificates of corporate resolutions, and all other documents incumbency certificates; and (8) such assurances as the Administrative Agent deems appropriate that the relevant Governmental Agencies and instruments Regulatory Boards have approved the credit facilities to be delivered provided hereunder to the extent that such approval is required by Applicable Regulations. (b) The Administrative Agent shall have received assurances of the recordation of the Deeds of Trust acceptable to it from First American Title Insurance Company, together with its commitment to issue its ALTA lenders policy of title insurance in the amount of $15,000,000 with such endorsements to coverage and exceptions from coverage as the Administrative Agent may request. (c) Evidence that the security interests of the Administrative Agent in the Collateral are of first priority. (d) Borrower and the other Obligors shall be in compliance with all the terms and provisions of the Loan Documents, and no Default or Event of Default shall have occurred and be continuing. (e) The fees due and payable pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower;Article 3 shall have been paid. (f) payment Delivery of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, all financial statements as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents set forth in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such other documents as Lender may reasonably requestArticle 7.

Initial Advance. Banks shall not be required to make the initial Advance hereunder, and the Issuing Bank shall not be required to issue the initial Facility Letter of Credit hereunder, unless Borrower shall have delivered has paid to Lender each of the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”): Administrative Agent (a) executed originals the fees for the account of Banks set forth in the Arranger's letter to the Banks dated June 14, 2002 and July 16, 2002 and (b) the fees for the account of Administrative Agent and Arranger set forth in the letter agreement dated June 6, 2002 (and accepted by the Borrower on June 12, 2002) herewith among Administrative Agent, Arranger and Borrower, and Borrower has furnished to Administrative Agent with sufficient copies for Banks: (i) Copies of the articles or certificate of incorporation of Borrower and each Guarantor that is a corporation, together with all amendments, and a certificate of good standing, all certified by the appropriate governmental officer in the jurisdiction of incorporation; provided, however, that in the case of any Guarantor that is a corporation whose articles or certificate of incorporation has not been amended since the date it was delivered to Administrative Agent pursuant to the Original Credit Agreement, Borrower may furnish, in lieu of a certified copy of such articles or certificate of incorporation, a certificate so stating. (ii) Copies, certified by the Secretary or Assistant Secretary of Borrower and each Guarantor that is a corporation, of each such corporation's by-laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Bank), or, in the case of each guarantor that is not a corporation, other appropriate consents and approvals, authorizing the execution of the Loan Documents and all other documents and instruments reasonably required by Lender the Guaranties; provided, however, that in the case of any Guarantor that is a corporation whose bylaws have not been amended since the date the same were delivered to effectuate Administrative Agent pursuant to the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all CollateralOriginal Credit Agreement, Borrower may furnish, in all cases in form and substance reasonably acceptable to Lender; (b) lieu of a certified copy of resolutions such bylaws, a certificate so stating. (iii) For each Guarantor that is a limited liability company or limited partnership (A) a copy of Borrower’s board the certificate or articles of directors evidencing approval formation or certificate of limited partnership (i) the Loan and other transactions evidenced as applicable), certified by the Loan Documents; and appropriate governmental officer in the jurisdiction of formation, (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (dB) a certificate of good standing for Borrower from its state and (C) a copy, certified by the appropriate officer of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect;such Guarantor or of such Guarantor's manager, managing member or general partner, of such Guarantor's operating agreement or limited partnership, as applicable. (eiv) Incumbency certificates, executed by the Secretary or Assistant Secretary of Borrower and each Guarantor (or, in the case of a certificate of incumbency as to each Guarantor that is not a corporation, the appropriate officer of Borrower who is such Guarantor or of its manager, managing member or general partner), which shall identify by name and title and bear the signature of the officers of the such corporation (or other applicable entity) authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to sign the Loan Documents and the Warrant on behalf Guaranty (as applicable) and (if applicable) to make borrowings hereunder and to request, apply for and execute Facility Letter of Credit Reimbursement Agreements with respect to Facility Letters of Credit hereunder, upon which certificates Administrative Agent, Banks and the Issuing Bank shall be entitled to rely until informed of any change in writing by Borrower or the applicable Guarantor. (v) A written opinion of General Counsel of Borrower, including, without limitation, addressed to Administrative Agent and Banks in substantially the chief financial officer form of Borrower;Exhibit E hereto. (fvi) Notes payable to the order of each of Banks. (vii) The Guaranty duly executed by the Guarantors. (viii) Such written money transfer instructions, in form acceptable to Administrative Agent, addressed to Administrative Agent and signed by an Authorized Officer, as Administrative Agent may have reasonably requested. (ix) Evidence satisfactory to Administrative Agent of payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, in full (which amounts payment may be deducted made from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; andAdvance hereunder) of all obligations of Borrower and Guarantors under the Original Credit Agreement (including without limitation principal, accrued and unpaid interest and fees, and amounts (if any) payable under Section 3.4 of the Original Credit Agreement). (jx) such Such other documents as Lender any Bank or Issuing Bank or their respective counsel may have reasonably requestrequested.

Initial Advance. Borrower shall have delivered to Lender each The obligation of the followingBank to make the initial Advance is subject to the satisfaction, in form and substance satisfactory to Lender (the sole discretion of the Bank, on or before the date on which each thereof of the following shall have been so delivered is referred to herein as the “Effective Date”):conditions precedent: (a) executed originals The Bank shall have received the following, all of the Loan Documents and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases which must be satisfactory in form and substance reasonably acceptable content to Lenderthe Bank, in its sole discretion: (1) The NOTE duly executed by the Borrower in the form attached as EXHIBIT "A"; (b2) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) The GUARANTY, in the Loan and other transactions evidenced form attached hereto as EXHIBIT "B", duly executed by the Loan Documents; and (ii) the Warrant and transactions evidenced therebyGuarantor; (c3) certified Certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state 's articles of incorporation and similar bylaws, an OMNIBUS CERTIFICATE and certificates from all other jurisdictions of existence, good standing and qualification to do business in every jurisdiction in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer such qualification is required of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant dated no less recently than three (3) months prior to the Loan Documents and the Warrant on behalf date of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g4) Landlord Consents A written OPINION of counsel to the Borrower and the Guarantor in form and content satisfactory to the Bank, dated as of, or Bailee Agreementsprior to, the date of the initial Advance, addressed to the Bank, substantially in the form attached hereto as applicableEXHIBIT "H". (5) An original RESOLUTION of the board of directors of the Borrower, for certified as of the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 date of the initial Advance may by its corporate secretary, authorizing the execution, delivery and performance of this Agreement and the Note, and all other instruments or documents to be used delivered by the Borrower pursuant to this Agreement; (6) A certificate of the Borrower's corporate secretary as to the INCUMBENCY and authenticity of the signatures of the officers of the Borrower executing this Agreement and the Note and each Advance Request and all other instruments or documents to be delivered pursuant hereto (the Bank being entitled to rely thereon until a new such certificate has been furnished to the Bank); (7) A true, correct and complete copy of the original independently audited FINANCIAL STATEMENTS of the BORROWER (and its Subsidiaries, on a consolidated basis) for the purchase most recent fiscal year end containing a balance sheet and related statements of International Based Financed Equipment without delivering income and retained earnings (the "STATEMENT DATE") and changes in financial position for the period ended on the Statement Date, all prepared in accordance with GAAP applied on a basis consistent with prior periods and acceptable to Lenderthe Bank and attached to a "CERTIFICATE ACCOMPANYING FINANCIAL STATEMENTS" in the form attached hereto as EXHIBIT "I"; (8) FINANCIAL STATEMENTS of the GUARANTOR, executed by Guarantor, dated no less recently than three (3) months prior to the disbursement of such Advance, any Landlord Consents in respect date of the premises initial Advance and attached to a "Certificate Accompanying Financial Statements" in the continental United States where such International Based Financed Equipment may be located temporarilyform attached hereto as EXHIBIT "I"; (9) Five (5) original ACKNOWLEDGMENTS in the form attached hereto as EXHIBIT "J" endorsed in blank; (10) Copies of the Borrower's errors and omissions INSURANCE policy or mortgage impairment insurance policy and blanket bond coverage policy, so long as (i) prior all in form and content satisfactory to the disbursement of such AdvanceBank, one or more Bailee Agreements, showing compliance by the Borrower as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion date of transit, the initial Advance with the related provisions of SECTION 6.9 hereof; (11) ACKNOWLEDGMENT AGREEMENT executed by Borrower and Bank and within thirty (ii30) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premisesdate hereof by FNMA; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such other documents as Lender may reasonably request.

Initial Advance. The Bank shall not be required to make the initial Advance hereunder unless the Borrower shall have delivered has finished to Lender each the Bank: (i) Copies of the following, in form and substance satisfactory to Lender (the date on which each articles of incorporation of the following shall have been so delivered is referred to herein as the “Effective Date”):Borrower, together with all amendments, and a certificate of good standing, both certified by an Authorized Officer. (aii) executed originals Copies, certified by the Clerk or Assistant Clerk of the Borrower, of its by-laws and of its Board of Directors' resolutions authorizing the execution of the Loan Documents and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender;which it is a party. (biii) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced An incumbency certificate, executed by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies Clerk or Assistant Clerk of the Certificate Borrower, which shall identify by name and title and bear the signature of Incorporation and the Bylaws, as amended through officers of the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to sign the Loan Documents and to make borrowings hereunder, upon which certificate the Warrant on behalf Bank shall be entitled to rely until informed of any change in writing by the Borrower. (iv) A certificate, including, without limitation, signed by the chief financial officer of the Borrower;, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (fv) payment A written opinion of the Facility Charge and reimbursement General Counsel of Lender’s current expenses reimbursable pursuant the Borrower, addressed to this Agreement, which amounts may be deducted from the initial Advance;Bank in substantially the form of Exhibit "B-1" hereto. (gvi) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion A written opinion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior Massachusetts counsel to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior Borrower addressed to the disbursement Bank in substantially the form of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises;Exhibit "B-2" hereto. (hvii) a Consent Letter from each Incumbent Lender;A written opinion of Masuda, Funai, Eife▇▇ & ▇itc▇▇▇▇, ▇▇d., special counsel to the Borrower, addressed to the Bank in substantially the form of Exhibit "B-3" hereto. (iviii) a Release Letter from each Incumbent Lender with respect A written opinion of Dundas & Wils▇▇, ▇▇ited Kingdom counsel to Enesco p1c, addressed to the Financed Equipment purchased with Bank in substantially the proceeds form of the initial Advance; andExhibit "B-4" hereto. (jix) such other documents as Lender may reasonably requestA written opinion of Osler, Hosk▇▇ & ▇arcourt, counsel to N.C. Cameron & Sons Limited, addressed to the Bank in substantially the form of Exhibit "B-5" hereto. (x) A written opinion of Bake▇ ▇▇▇ McKe▇▇▇▇, ▇▇unsel to Enesco International (H.

Initial Advance. Borrower shall have delivered to Lender each The obligation of the following, in form and substance satisfactory Lender to Lender (fund the date on which each initial Advance under this Agreement is subject to the Borrowers' fulfillment of the following shall have been so delivered is referred to herein as the “Effective Date”):conditions precedent: (a) the Lender shall have received (or be satisfied that it will receive by such deadline as the Lender shall specify) the following, all of which must be satisfactory in form and content to the Lender in its sole discretion: (1) this Agreement duly executed originals by all parties; (2) the Senior Credit Note, each duly executed by the Borrowers as comakers; (3) UCC financing statements for the Collateral covered by this Agreement, each duly authorized by the Borrowers; (4) a current UCC search report of a UCC filings search in the offices of the Loan Documents Secretary of State of Maryland; (5) the Custody Agreement duly executed by the Borrowers and JPMorgan Chase as Custodian; (6) copies of each Borrower's (i) certificate of incorporation certified by the Secretary of State of the State of Maryland and (ii) bylaws and all amendments certified by such its corporate secretary or assistant secretary, as well as any other information required by Section 326 of the USA Patriot Act or necessary for the Lender to verify the identity of the Borrower as required by Section 326 of the USA Patriot Act in accordance with the requirements summarized in the notice given in Section 16.5; (7) an amendment to the Electronic Tracking Agreement adding FIC as a party, duly executed by the Borrowers, Mortgage Electronic Registration Systems, Inc., MERSCorp., Inc. and the Custodian. (8) certificates of existence or authority and good standing for the Borrowers issued by the Secretary of State of Maryland; (9) true copies of resolutions of each Borrower's board of directors or members, certified as of the date of the initial Advance by such Borrower's corporate secretary, authorizing the execution, delivery and performance by each Borrowers of this Agreement, the Senior Credit Note, the Custody Agreement and all other documents Credit Papers to be delivered by the Borrowers pursuant to this Agreement; (10) a certificate of each Borrower's corporate secretary as to (i) the incumbency of the officers of the relevant Borrower executing this Agreement, the Senior Credit Note, the Custody Agreement, each applicable Borrowing Request and instruments reasonably required by Lender to effectuate the transactions contemplated hereby all other Credit Papers executed or to create be executed by or on behalf of the Borrowers and perfect (ii) the Liens authenticity of their signatures—and specimens of their signatures shall be included in such certificate or set forth on an exhibit attached to it—(the Lender with shall be entitled to rely on that certificate until the Borrowers have furnished a new certificate to the Lender, and certifying that attached to such certificate are true and correct copies of all amendments to the relevant Borrower's certificate of incorporation, bylaws, or regulations (as the case may be) since its inception); (11) an Officer's Certificate for the Borrowers dated the date of the initial Advance and certifying truthfully that, after giving effect to that Advance, no Default or Event of Default will exist under this Agreement and that there has been no material adverse change since the Statement Date in any of the Central Elements in respect of the Borrowers and their consolidated Subsidiaries, taken as a whole; (12) copies of an errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy, or certificates in lieu of policies, providing such insurance coverage as is customary for members of the Borrowers' industry, all in form and content reasonably satisfactory to all Collateralthe Lender; (13) a favorable written opinion of counsel to the Borrowers dated on or before the date of the initial Advance, in all cases addressed to the Lender and in form and substance reasonably acceptable satisfactory to Lenderthe Lender and its legal counsel (a form containing opinions required to be included therein are set forth in Exhibit G, the opinions in paragraphs numbers 4, 10, 11, 12, 13 and 15 of which shall be rendered by outside legal counsel for the Borrowers); (b14) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) payment to the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies Lender of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan DocumentsFacility Fee, the Warrant, Custodian's Fee and all other documents fees and instruments to be delivered pursuant expenses (including the disbursements and reasonable fees of the Lender's attorneys, subject to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (flimitation specified in Section 13(a)) payment of the Facility Charge Lender accrued and reimbursement billed for to the date of Lender’s current expenses reimbursable pursuant to the Borrowers' execution and delivery of this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j15) All directors and officers of each Borrower, all shareholders of the Borrower and all Affiliates (other than the other Borrower) of the Borrower or any of its Subsidiaries, to whom or which such Borrower shall be indebted either for borrowed money or for any other documents obligation of Fifty Thousand Dollars ($50,000) or more as of the date of this Agreement excluding salary, bonus or other compensation obligations, shall have caused such Debt to be Qualified Subordinated Debt, as defined in this Agreement, by executing and causing to be delivered to the Lender may reasonably requesta Subordination Agreement and taking all other steps, if any, required to cause such Debt to be Qualified Subordinated Debt, and the corporate secretary of the Borrower shall have certified each such Subordination Agreement executed to satisfy the requirements of this Section 8.1(a)(15) to be true, complete and in full force and effect as of the date of the Advance.

Initial Advance. Borrower shall have delivered The effectiveness of this Agreement, including Lender's obligation to make the initial Warehousing Advance, is subject to the satisfaction, in the sole discretion of Lender, of the following conditions precedent: (a) Lender each of must receive the following, all of which must be satisfactory in form and content to Lender, in its sole discretion: (1) The Warehousing Note and this Agreement duly executed by Borrower. (2) ABMSI's articles or certificate of incorporation, together with all amendments, as certified by the Secretary of State of New Jersey, ABMSI's bylaws, together with all amendments, certified by the corporate secretary or assistant secretary of ABMSI, or a certificate of ABMSI stating that there has been no change in either ABMSI's articles or certificate of incorporation or bylaws since those delivered in connection with the Existing Agreement, and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that ABMSI is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (3) A resolution of the board of directors of ABMSI authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by ABMSI under this Agreement. (4) A certificate as to the incumbency and authenticity of the signatures of the officers of ABMSI executing this Agreement and the other Loan Documents, and of the officers and employees of ABMSI delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender). (5) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by ABMSI in the conduct of its business. (6) HACI's articles or certificate of incorporation, together with all amendments, as certified by the Secretary of State of Pennsylvania, HACI's bylaws, together with all amendments, certified by the corporate secretary or assistant secretary of HACI, or a certificate of HACI stating that there has been no change in either HACI's articles or certificate of incorporation or bylaws since those delivered in connection with the Existing Agreement, and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that ABMSI is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (7) A resolution of the board of directors of HACI authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by HACI under this Agreement. (8) A certificate as to the incumbency and authenticity of the signatures of the officers of HACI executing this Agreement and the other Loan Documents, and of the officers and employees of HACI delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender). (9) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by HACI in the conduct of its business. (10) ABCI's articles or certificate of incorporation, together with all amendments, as certified by the Secretary of State of Pennsylvania, ABCI's bylaws, together with all amendments, certified by the corporate secretary or assistant secretary of ABCI, or a certificate of ABCI stating that there has been no change in either ABCI's articles or certificate of incorporation or bylaws since those delivered in connection with the Existing Agreement, and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that ABMSI is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (11) A resolution of the board of directors of ABCI authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by ABCI under this Agreement. (12) A certificate as to the incumbency and authenticity of the signatures of the officers of ABCI executing this Agreement and the other Loan Documents, and of the officers and employees of ABCI delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender). (13) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by ABCI in the conduct of its business. (14) A favorable written opinion of counsel to Borrower and the Guarantor (or of separate counsel at the option of Borrower and the Guarantor), addressed to Lender and dated as of the date of this Agreement, covering such matters as Lender may reasonably request, including the subordination of Borrower's and Guarantor's debt securities offerings. (15) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for each Borrower that do not disclose the existence of any prior Lien on the Collateral other than in favor of Lender or as permitted under this Agreement. (16) Copies of each Borrower's errors and omissions insurance policy or mortgage impairment insurance policy, and blanket bond coverage policy, or certificates in lieu of policies, showing compliance by each Borrower as of the date of this Agreement with the provisions of Section 7.9. (17) Receipt by Lender of any fees due on the date of this Agreement. (18) One or more agreements among Borrower, Lender and ▇▇▇▇▇▇ Mae in which ▇▇▇▇▇▇ ▇▇▇ agrees to send all cash proceeds of Mortgage Loans sold by Borrower to ▇▇▇▇▇▇ Mae to the Cash Collateral Account, each in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”): (a) executed originals of the Loan Documents and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender;. (b) certified copy If Borrower is indebted to any of resolutions of Borrower’s board of directors evidencing approval of (i) its directors, officers, shareholders or Affiliates, or to the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies Guarantor, as of the Certificate date of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may indebtedness has a term of more than 1 year or is in excess of $25,000, the Person to whom Borrower is indebted must, if such indebtedness is not already subordinated to the Obligations by its terms have executed a Subordination of Debt Agreement, on the form prescribed by Lender; and Lender must have received an executed copy of that Subordination of Debt Agreement, certified by the corporate secretary or assistant secretary of Borrower to be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, true and complete and in full force and effect as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect date of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Warehousing Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such other documents as Lender may reasonably request.

Initial Advance. The Lenders shall not be required to make the initial Credit Extension hereunder unless (a) the Borrower shall have delivered has furnished to Lender each of the following, in form and substance satisfactory to Lender Administrative Agent with sufficient copies for the Lenders or (the date on which each of b) the following shall have been so delivered is referred to herein occurred, as the “Effective Date”):applicable: (ai) executed originals A bring down certificate of the Secretary or Assistant Secretary of the Borrower certifying that the articles or certificate of incorporation and the bylaws of the Borrower have not been modified in any respect from the copies previously provided to the Administrative Agent and the Lenders in connection with the Existing Credit Agreement and copies of the Borrower's Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents and all other documents and instruments reasonably required by Lender to effectuate which the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender;Borrower is a party. (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies A bring down certificate of the Certificate Secretary or assistant Secretary of Incorporation and each Guarantor (other than American Gypsum Marketing Company, a Delaware corporation ("AGMC")) certifying that the Bylaws, as amended through the Closing Date, of Borrower; (d) a articles or certificate of good standing for Borrower from its state of incorporation and similar certificates the bylaws of such Guarantor have not been modified in any respect from all the copies previously provided to the Administrative Agent and the Lenders in connection with the Existing Credit Agreement and copies of such Guarantor's Board of Directors' resolutions and of resolutions or actions of any other jurisdictions in which it does business and where body authorizing the failure to be qualified would have a Material Adverse Effect; (e) a certificate execution of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents to which such Guarantor is a party. (iii) Copies of the articles or certificate of incorporation or other charter documents of AGMC, together with all amendments, certified by the appropriate governmental officer in its jurisdiction of incorporation. (iv) Copies certified by the Secretary or Assistant Secretary of AGMC, of its bylaws or other organization agreement, and of its Board of Directors resolutions or of resolutions or actions of any other body authorizing the execution of the Loan Documents to which AGMC is a party. (v) Copies of certificates of existence and good standing of the Borrower, each certified by the appropriate governmental officer in its jurisdiction of organization. (vi) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents to which the Borrower is a party, upon which certificate the -33- 41 Administrative Agent and the Warrant on behalf Lenders shall be entitled to rely until informed of any change in writing by the Borrower, including, without limitation, the chief financial officer of Borrower;. (fvii) payment An incumbency certificate, executed by the Secretary or Assistant Secretary of each Guarantor, which shall identify by name and title and bear the signatures of the Facility Charge Authorized Officers and reimbursement any other officers of Lender’s current expenses reimbursable such Guarantor authorized to sign the Loan Documents to which such Guarantor is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by such Guarantor. (viii) Any Notes requested by a Lender pursuant to this Agreement, which amounts may be deducted from Section 2.13 payable to the initial Advance;order of each such requesting Lender. (gix) Landlord Consents or Bailee Agreements, as applicable, A Guaranty duly executed by the Guarantors. (x) Payment for the premises where account of each Lender who executes this Agreement on or before July 20, 2001 of a fee equal to 0.20% multiplied by the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement amount of such Advance, any Landlord Consents in respect Lender's Commitment. (xi) Payment of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, accrued and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed unpaid interest on the Effective Date)Obligations due and payable to July 20, such International Based Financed Equipment is relocated to such foreign premises;2001. (hxii) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such Such other documents as the Administrative Agent, any Lender or their counsel may have reasonably requestrequested.

Initial Advance. On or prior to the Initial Closing Date: (a) Borrower shall have delivered to the Lender each of the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (ai) executed originals copies of the Loan Documents Documents, a legal opinion of Borrower’s counsel, and all other documents and instruments reasonably required by the Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of the Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to the Lender; (bii) certified copy of resolutions of Borrower’s board of directors or other governing body evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (ciii) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Initial Closing Date, of Borrower; (div) a secretary’s certificate as to incumbency; (v) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (fvi) payment of the Facility Charge Closing Fee and reimbursement of the Lender’s current expenses reimbursable pursuant to this Agreement, Agreement and which amounts may be deducted from have been invoiced to Borrower prior to the initial Advancedate hereof; (gvii) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 evidence of the initial Advance may funds in the Project Restricted Accounts in the amount of $64,000,000 as of Initial Closing Date; (viii) a closing certificate duly executed by Borrowers’ Chief Financial Officer certifying that since December 31, 2015, no event or condition that has had or could be used for reasonably expected, either individually or in the purchase aggregate, to have a Material Adverse Effect has occurred; (ix) executed copy of International Based Financed Equipment without delivering a payoff letter in form and substance reasonably satisfactory to LenderLender from the Existing Agent with respect to the payoff of, and release of all security interests securing, the Indebtedness owed under the Existing Loan Agreement on or prior to the disbursement Initial Closing Date; and (x) all Specified Customer Agreements. (b) ServiceCo shall have been duly formed and organized and the Master Agreement shall have been executed by the parties thereto. (c) Borrower shall have sent Letters of such Advance, any Landlord Consents in respect Direction directing the Escrow Release Amounts from each of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior banks listed on Schedule 5.18 to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (id) a Release Letter Certification from each Incumbent Lender with respect to the Financed Equipment purchased Borrower that it is in compliance with the proceeds provisions applicable to it under SEQRA as of the date of the initial Advance; and (j) such other documents as Lender may reasonably request.

Initial Advance. The obligations of the Lenders under the Agreement as modified by this Amendment shall not become effective, and the Lenders shall not be required to make the next Advance hereunder, or issue the next Facility Letter of Credit hereunder, after the Amendment Effective Date, unless and until (a) the Borrower shall, prior to or concurrently therewith, have paid all fees due and payable to the Lenders and the Administrative Agent hereunder, and (b) the Borrower shall have delivered furnished to Lender the Administrative Agent the following: (i) The duly executed originals of this Amendment, the Subsidiary Guaranty, the Security Documents and any other additional Loan Documents, with sufficient copies for each of the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”): (a) executed originals of the Loan Documents and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderLenders; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (cA) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate Certificates of good standing for Borrower the Loan Parties and for each entity directly or indirectly owning an Underlying Property from its state their states of incorporation organization, certified by the appropriate governmental officer and similar dated not more than thirty (30) days prior to the Amendment Effective Date, and (B) foreign qualification certificates from all other jurisdictions for the Loan Parties and for each entity directly or indirectly owning an Underlying Property, certified by the appropriate governmental officer and dated not more than thirty (30) days prior to the Amendment Effective Date, for each jurisdiction in which it does business the executive offices of a Loan Party is located and where the failure to be qualified would have each jurisdiction in which a Material Adverse EffectCollateral Property or Underlying Property owned by such Loan Party or other entity is located; (eiii) a certificate Copies of incumbency as to the formation documents (including code of regulations, if appropriate) of the Loan Parties and each entity directly or indirectly owning an Underlying Property, certified by an officer of the Borrower who is or such other Loan Party or entity, as appropriate, together with all amendments thereto; (iv) Incumbency certificates, executed by officers of the Loan Parties, which shall identify by name and title and bear the signature of the Persons authorized to execute sign this Amendment and the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the additional Loan Documents and the Warrant to make borrowings hereunder on behalf of such parties, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the applicable Loan Party; (v) Copies, certified by a Secretary or an Assistant Secretary of the applicable Loan Party, of the Board of Directors’ resolutions (and resolutions of other bodies, if any are reasonably deemed necessary by counsel for the Administrative Agent) authorizing the Advances provided for herein, with respect to the Borrower, includingand the execution, without limitationdelivery and performance of this Amendment and the additional Loan Documents to be executed and delivered by the applicable Loan Party; (vi) A written opinion of the Loan Parties’ counsel, addressed to the Lenders in substantially the form of Exhibit E hereto or such other form as the Administrative Agent may reasonably approve; (vii) A certificate, signed by an Authorized Officer of the Borrower, stating that on the Amendment Effective Date no Default or Unmatured Default has occurred and is continuing, and there has been no Material Adverse Effect and that all representations and warranties of the Borrower are true and correct in all material respects as of the Amendment Effective Date, provided that such certificate is in fact true and correct; (viii) The most recent financial statements of the Borrower and the Parent Entities; (ix) UCC financing statement searches with respect to the Borrower and each of the other Loan Parties from the state of its organization; (x) Written money transfer instructions, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested; (xi) A current compliance certificate in the form of Exhibit A, utilizing the new covenants established herein and executed by the Borrower’s chief financial officer of Borroweror chief operating officer; (fxii) payment Evidence that all amendment fees due to each of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant Lenders with respect to this Agreement, which amounts may be deducted from the initial AdvanceAmendment have been paid; (gxiii) Landlord Consents Copies of a certified rent roll, leasing activity reports, tenant sales reports (if applicable), Major Leases, operating statements, title insurance commitments, surveys (which shall be recent ALTA surveys certified to the Administrative Agent on behalf of the Lenders for the Initial Mall Properties but may be older and less detailed surveys for the other Collateral Properties), Appraisals for the Initial Mall Properties dated not earlier than six (6) months prior to the Amendment Effective Date, a recent property condition report, flood zone determination (if not indicated on survey) and most recent engineering and “phase I” environmental assessments with respect to each Collateral Property and Underlying Property, estoppel certificates for Major Leases with respect to each Collateral Property (to the extent available after reasonable collection efforts), together with insurance certificates satisfying the requirements of Section 5.16 below, and such other due diligence materials as the Administrative Agent shall reasonably require for each such Collateral Property or Bailee AgreementsUnderlying Property, in addition to a written opinion of the Borrower’s counsel (or a designated local counsel in the jurisdiction of the Collateral Property) addressed to the Lenders in a form reasonably satisfactory to the Administrative Agent regarding each Security Document and, in addition, although not required as a condition under this Section 4.1, Borrower agrees to use commercially reasonable efforts to obtain and deliver to the Administrative Agent not later than sixty (60) days after the Amendment Effective Date subordination, disturbance and attornment agreements in a form satisfactory to the Administrative Agent from tenants under Major Leases with respect to each Collateral Property representing in the aggregate not less than seventy-five percent (75%) of the total gross leasable area or rentable area, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of at such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premisesCollateral Property demised under Major Leases; (hxiv) a Consent Letter Copies of the irrevocable direction letters from each Incumbent Lenderthe Borrower to the institutions described in Section 6.25, acknowledged by the applicable institution; (ixv) Evidence that each of the Mortgages has been recorded and the applicable title company has committed to issue a Release Letter from each Incumbent Lender title insurance policy insuring such Mortgage in an amount and form, and with respect such coverages and endorsements, as are all reasonably satisfactory to the Financed Equipment purchased with Administrative Agent; (xvi) Repayment of Advances under the proceeds Original Credit Agreement of sufficient to reduce the initial AdvanceAllocated Facility Amount to $370,000,000 or less; and (jxvii) such Such other documents as Lender the Administrative Agent or its counsel may have reasonably requestrequested, the form and substance of which documents shall be reasonably acceptable to the parties and their respective counsel.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless the Borrower shall have delivered has furnished to Lender each the Agent with sufficient copies for the Lenders: (i) Copies of the following, in form and substance satisfactory to Lender (the date on which each restated certificate of incorporation of the following shall have been so delivered is referred to herein Borrower certified by the Secretary or an Assistant Secretary of the Borrower, together with good standing certificates issued as of a recent date by the “Effective Date”):Secretaries of State of Delaware and Alabama. (aii) Copies, certified by the Secretary or an Assistant Secretary of the Borrower, of its by-laws and Board of Directors’ resolutions authorizing the execution of the Loan Documents. (iii) An incumbency certificate, executed originals by the Secretary or an Assistant Secretary of the Borrower, which shall identify by name and title and bear the signature of the officers of the Borrower authorized to sign the Loan Documents and all other documents to make borrowings hereunder, upon which certificate the Agent and instruments reasonably required the Lenders shall be entitled to rely until informed of any change in writing by Lender the Borrower. (iv) A certificate, signed by the Chief Financial Officer or the Treasurer of the Borrower, stating that on the date hereof (a) no Default or Unmatured Default has occurred and is continuing and (b) each of the representations and warranties set forth in Article V of this Agreement is true and correct as of such date. (v) A written opinion of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Executive Vice President and General Counsel of the Borrower, addressed to effectuate the transactions contemplated hereby or to create Agent and perfect the Liens of Lender with respect to all Collateral, in all cases Lenders in form and substance reasonably acceptable satisfactory to Lender;the Agent and its counsel. (bvi) certified copy Notes payable to the order of resolutions each of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by Lenders requesting the Loan Documents; and (ii) the Warrant and transactions evidenced thereby;same. (cvii) certified copies Written money transfer instructions, in substantially the form of Exhibit “D” hereto, addressed to the Certificate of Incorporation Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Bylaws, as amended through the Closing Date, of Borrower;Agent may have reasonably requested. (dviii) a certificate of good standing for Borrower from its state of incorporation The Existing Credit Agreement shall have been terminated and similar certificates from all other jurisdictions amounts owing thereunder (including principal, interest and accrued fees) shall have been paid (or shall contemporaneously be paid) in which it does business and where the failure to be qualified would have a Material Adverse Effect;full. (eix) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such Such other documents as any Lender or its counsel may have reasonably requestrequested.

Initial Advance. Borrower The obligations of the Lenders to fund their respective Funding Shares of the initial Advance under this Agreement are subject to the Companies' fulfillment of the following conditions precedent: (a) The Agent shall have delivered received (or be satisfied that it will receive by such deadline as the Agent shall specify) the following, all of which must be satisfactory in form and content to Lender the Agent in its sole discretion: (1) This Agreement duly executed by all parties; (2) The Senior Credit Notes, each duly executed by the Companies; (3) the Guaranty, duly executed by the Parent; (4) the 3/02 Security Agreement - Residual Interest Certificates, duly executed by ABFSR2002, and its related financing statement; (5) the original Residual Interest Certificates, either endorsed to reflect a complete chain of title from the original owner to ABFSR2002 or reissued to reflect ABFSR2002 as owner, together with a bond power for each duly executed by ABFSR2002, completed in all respects except that the places for the name of the attorney in fact appointed thereby and the name of the transferee shall be left blank, sufficient for transferring ownership of each Residual Interest Certificate; (6) a duly executed and notarized Transfer Affidavit and Agreement and Transfer Certificate (in the respective forms attached as an exhibit to the Pooling and Servicing Agreement), completed in all respects except that the places for the name of any attorney in fact appointed thereby to transfer the Residual Interest Certificates and the name of the transferee shall be left blank; (7) UCC financing statements for the Collateral covered by this Agreement, each duly authorized by the Companies; (8) a current UCC search report of a UCC filings search in the Office of the Secretary of State of the State of Pennsylvania for the Parent and each of the followingCompanies except ABMS, and in the Office of the Secretary of State of New Jersey for ABMS, and in the office of the Secretary of State of Delaware for ABFSR2002; (9) The Custody Agreement duly executed by the Companies and Chase as Custodian(1); (10) Copies of the articles or certificates of incorporation for TRC and ABFSR2002 certified by the Secretary of State or comparable officer of the State of such Company's incorporation and a copy of the bylaws each such Company and all amendments to each, certified by such Company's secretary or assistant secretary; (11) Copies of all amendments, if any, to each Company's (other than TRC and ABFSR2002) and the Parent's articles or certificate of incorporation adopted since December 1, 2000, certified by the Secretary of State or comparable officer of the State of such company's incorporation and a copy of all amendments, if any, to its bylaws adopted since December 1, 2000, certified by such Company's (or the Parent's, as the case may be) secretary or assistant secretary; (12) A favorable written opinion of counsel to the Companies and the Parent(1) dated on or before the date of the initial Advance, addressed to the Lenders and the Agent and in form and substance reasonable satisfactory to Lender the Agent and its legal counsel (opinions required to be included therein are set forth in Exhibit G); (13) A copy of the resolutions of each Company's and the Parent's boards of directors, certified as of the date on which each of the following shall have been so delivered is referred to herein as initial Advance by the “Effective Date”): relevant Company's or the Parent's corporate secretary, authorizing the execution, delivery and performance (ai) executed originals by each Company of this Agreement, the Loan Documents Senior Credit Notes, the Custody Agreement(1) and all other documents Facilities Papers to be delivered by the Companies pursuant to this Agreement, and instruments reasonably required (ii) by Lender to effectuate the transactions contemplated hereby or to create and perfect Parent of the Liens of Lender with respect to all CollateralGuaranty Confirmation, in all cases in form and substance reasonably acceptable to Lenderrespectively; (b14) certified copy A certificate of resolutions of Borrower’s board of directors evidencing approval of each Company's and the Guarantor's corporate secretary as to (i) the Loan incumbency of (x) the officers of the Company executing this Agreement, the Senior Credit Notes, the Custody Agreement(1), each applicable Request for Borrowing and all other transactions evidenced Facilities Papers executed or to be executed by or on behalf of the Loan Documents; Company and (y) the officers of the Parent executing the Guaranty Confirmation, respectively, and (ii) the Warrant authenticity of their signatures -- and transactions evidenced therebyspecimens of their signatures shall be included in such certificate or set forth on an exhibit attached to it -- (the Agent and the Lenders shall be entitled to rely on that certificate until the relevant Company or the Guarantor, as applicable, has furnished a new certificate to the Agent); (15) An Officer's Certificate for each Company dated the date of the initial Advance and certifying that, after giving effect to that Advance, no Default or Event of Default will exist under this Agreement and that there has been no material adverse change since the Statement Date in any of the Central Elements relative to the Company; and (16) Copies of an errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy, or certificates in lieu of policies, providing such insurance coverage as is customary for members of the Companies' industry, all in form and content reasonably satisfactory to the Agent. (b) All directors and officers of any Company, all shareholders of any Company and all Affiliates of any Company or the Parent or any Subsidiary of any of the Companies, to whom or which any of the Companies shall be indebted either for borrowed money or for any other obligation of Fifty Thousand Dollars ($50,000) or more as of the date of this Agreement, shall have caused such Debt -- excluding only the debts and obligations described on Schedule 8.1(b) to this Agreement -- to be Subordinated Debt, as defined in this Agreement, by executing and causing to be delivered to the Agent a Subordination Agreement substantially in the form of Exhibit C and taking all other steps, if any, required to cause such Debt to be Subordinated Debt, as so defined, and the corporate secretary of the relevant Company or the Parent (as the case may be) shall have certified each such Subordination Agreement executed to satisfy the requirements of this Subsection to be true, complete and in full force and effect as of the date of the Advance. (c) certified copies Payment to the Agent of the Certificate of Incorporation Facility Fee (for deposit in the Note Payment Account and Pro Rata distribution to the Bylaws, as amended through the Closing Date, of Borrower; (dLenders) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents fees and instruments to be delivered pursuant expenses (including the disbursements and reasonable fees of the Agent's and the Lenders' attorneys, subject to the Loan Documents limitation specified in Section 13.1(a)) of the Agent and the Warrant on behalf of Borrower, including, without limitation, Lenders accrued and billed for to the chief financial officer of Borrower; (f) payment date of the Facility Charge Company's execution and reimbursement delivery of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such other documents as Lender may reasonably request.

Initial Advance. Borrower shall have delivered to Lender each of the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Closing Date”): (a) executed originals of the Loan Documents Documents, Account Control Agreement, a legal opinion of Borrower’s counsel, and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Effective Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, Documents and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premisesIntercreditor Agreement; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial AdvancePayoff Letter; and (ji) such other documents as Lender may reasonably request.

Initial Advance. Banks shall not be required to make the initial Advance hereunder, and the Issuing Bank shall not be required to issue the initial Facility Letter of Credit hereunder, unless Borrower shall have delivered has paid to Lender each of the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”): Administrative Agent (a) executed originals the fees for the account of Banks set forth in the letter of even date herewith from Borrower to Administrative Agent and Arranger and (b) the fees for the account of Administrative Agent and Arranger set forth in the letter agreement dated July 16, 1999 herewith among Administrative Agent, Arranger and Borrower, and Borrower has furnished to Administrative Agent with sufficient copies for Banks: (i) Copies of the certificate of incorporation of Borrower and each Guarantor, together with all amendments, and a certificate of good standing, all certified by the appropriate governmental officer in the jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of Borrower and each Guarantor, of each such corporation's by-laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Bank) authorizing the execution of the Loan Documents and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender;Guaranties. (biii) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced Incumbency certificates, executed by the Loan Documents; Secretary or Assistant Secretary of Borrower and (ii) each Guarantor, which shall identify by name and title and bear the Warrant and transactions evidenced thereby; (c) certified copies signature of the Certificate officers of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is such corporation authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to sign the Loan Documents and the Warrant on behalf Guaranties (as applicable) and (if applicable) to make borrowings hereunder and to request, apply for and execute Facility Letter of Credit Reimbursement Agreements with respect to Facility Letters of Credit hereunder, upon which certificates Administrative Agent, Banks and the Issuing Bank shall be entitled to rely until informed of any change in writing by Borrower or the applicable Guarantor. (iv) A written opinion of Haligman Lottner Rubin & Fishman, P.C., counsel to Borrower and ▇▇▇▇▇▇▇▇▇▇, addressed ▇▇ Administrative Agent and Banks in substantially the form of Exhibit E hereto. (v) A written opinion of General Counsel of Borrower, including, without limitation, addressed to Administrative Agent and Banks in substantially the chief financial officer form of Borrower;Exhibit F hereto. (fvi) Notes payable to the order of each of Banks. (vii) Written money transfer instructions, in form acceptable to Administrative Agent, addressed to Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as Administrative Agent may have reasonably requested. (viii) Guaranties duly executed by Guarantors. (ix) Evidence satisfactory to Administrative Agent of payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, in full (which amounts payment may be deducted made from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; andAdvance hereunder) of all obligations of Borrower and Guarantors under the Original Credit Agreement (including without limitation principal, accrued and unpaid interest and fees, and amounts (if any) payable under Section 3.4 of the Original Credit Agreement). (jx) such A contribution agreement ("Contribution Agreement") among Guarantors in the form attached hereto as Exhibit G. (xi) Such other documents as Lender any Bank or Issuing Bank or their respective counsel may have reasonably requestrequested.

Initial Advance. Borrower The Lenders shall have delivered not be required to Lender each of make the following, in form and substance satisfactory to Lender (the date on which each of initial Advance hereunder unless the following shall conditions have been so delivered is referred to herein as the “Effective Date”):satisfied: (a) executed originals The Borrowers shall have furnished to the Sole Lead Arranger and the Administrative Agent, with sufficient copies for the Lenders, copies of the Loan Documents articles or certificate of incorporation of each Borrower, together with all amendments, and all other documents and instruments reasonably required a certificate of existence, each certified by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens appropriate governmental officer in its jurisdiction of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lenderincorporation; (b) The Borrowers shall have furnished to the Sole Lead Arranger and the Administrative Agent, with sufficient copies for the Lenders, copies, certified copy by the Secretary or Assistant Secretary of each Borrower, of such Borrower's by-laws and of such Borrower's Board of Directors' resolutions and of resolutions or actions of Borrower’s board any other body authorizing the execution of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified The Borrowers shall have furnished to the Sole Lead Arranger and the Administrative Agent, with sufficient copies for the Lenders, an incumbency certificate, executed by the Secretary or Assistant Secretary of each Borrower, which shall identify by name and title and bear the signatures of the Certificate Authorized Officers and any other officers of Incorporation such Borrower authorized to sign the Loan Documents, upon which certificate the Administrative Agent and the Bylaws, as amended through the Closing Date, Lenders shall be entitled to rely until informed of any change in writing by such Borrower; (d) The Borrowers shall have furnished to the Sole Lead Arranger and the Administrative Agent, with sufficient copies for the Lenders, a certificate written opinion of good standing for Borrower from its state Borrowers' counsel in substantially the form of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse EffectExhibit A; (e) The Borrowers shall have furnished to the Sole Lead Arranger and the Administrative Agent any Note requested by a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered Lender pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of BorrowerSection 2.13(iv); (f) payment The Borrowers shall have furnished to the Sole Lead Arranger and the Administrative Agent, written money transfer instructions, in substantially the form of Exhibit D, addressed to the Facility Charge Administrative Agent and reimbursement signed by an Authorized Officer of Lender’s current expenses reimbursable pursuant to this Agreementeach Borrower, which amounts together with such other related money transfer authorizations as the Administrative Agent may be deducted from the initial Advancehave reasonably requested; (g) Landlord Consents Parent's long-term, senior unsecured, non-credit-enhanced indebtedness shall be rated no lower than Baa1 by ▇▇▇▇▇'▇ or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premisesBBB+ by S&P; (h) The Sole Lead Arranger shall be reasonably satisfied with the corporate structure and pro forma capitalization of Parent and the Subsidiaries on a Consent Letter from each Incumbent Lenderpro forma basis after giving effect to the Transactions; (i) a Release Letter from each Incumbent Lender The Transactions and the financing therefor shall be in compliance with respect all material laws and regulations, or the Sole Lead Arranger shall have determined such to be inapplicable to the Financed Equipment purchased Transactions; (j) Simultaneously with the proceeds making of the initial AdvanceAdvances, the Acquisition shall have been consummated in all material respects in accordance with the terms of the Acquisition Agreement; (k) No law or regulation shall be applicable in the reasonable judgment of the Sole Lead Arranger that restrains, prevents or imposes material adverse conditions upon any material component of the Transactions; (l) There shall not have occurred or become known any Material Adverse Effect or any condition or event that could reasonably be expected to result in a Material Adverse Effect since December 31, 1999; (m) All requisite governmental authorities and third parties shall have approved or consented to the Transactions to the extent required (without the imposition, in the reasonable judgment of the Sole Lead Arranger, of any materially burdensome condition or qualification), and all such approvals shall be in full force and effect, and there shall be no governmental or judicial action, actual or threatened, that has or could have a reasonable likelihood of restraining, preventing or imposing materially burdensome conditions on any of the Transactions; (n) All accrued fees and expenses (including the reasonable fees and expenses of counsel to the Sole Lead Arranger) of the Lenders and the Sole Lead Arranger in connection with this Agreement and the Fee Letter shall have been paid; and (jo) The Sole Lead Arranger shall have received such other legal opinions, corporate documents and other instruments and/or certificates as Lender it may reasonably request.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender each of Agent the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (a) executed originals copies of the Loan Documents Documents, Account Control Agreements, and all other documents and instruments reasonably required by Lender Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender Agent with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderAgent; ny-2659060 (b) a legal opinion of Agent’s U.K. counsel in form and substance reasonably acceptable to Agent; (bc) certified copy of resolutions of each Borrower’s board Board of directors Directors (and shareholder, with respect to Replimune UK) evidencing approval of (i) approval of the Loan and other transactions evidenced by the Loan DocumentsDocuments (ii) authorizing a specified person or persons to execute the Loan Documents to which it is a party on its behalf; (iii) authorizing a specified person or persons, on its behalf, to sign and/or dispatch all documents and notices (including, if relevant, any Advance Request or other relevant notice) to be signed and/or dispatched by it under or in connection with the Loan Documents to which it is a party; and (iiiv) (A) acknowledging that the Warrant Board of Directors are acting for a proper purpose and transactions evidenced therebythat the Loan Documents are in the best interests of that Borrower and for its commercial benefit; and (B) acknowledging that the relevant Borrower was solvent and there were reasonable grounds to expect that the relevant Borrower would continue to be solvent after executing and complying with its obligations under the Loan Documents; (cd) certified copies of the Certificate of Incorporation constitutional documents and (as applicable) the Bylaws, as amended through the Closing Date, of Borrower; (de) other than with respect to Replimune UK, a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would reasonably be expected to have a Material Adverse Effect; (ef) a certificate of incumbency as to each officer a director of Borrower who is authorized to execute Replimune UK confirming that guaranteeing or securing the Loan Documents, the Warrant, and all other documents and instruments would not cause any guaranteeing or similar limit binding on Replimune UK to be delivered pursuant exceeded and certifying that each copy document relating to the Loan Documents it specified in this Section 4, is correct, complete and the Warrant on behalf original of Borrowersuch copy document, includingis in full force and effect and has not been amended or superseded as at a date no earlier than the Closing Date; (g) a perfection certificate (the “Perfection Certificate”) of ▇▇▇▇▇▇▇▇, without limitationtogether with duly executed signatures thereto; (h) certified copies, dated as of a recent date, of searches for financing statements filed in the chief financial officer central filing office of the State of Delaware and with the Companies House; (i) in respect to any UK PSC Loan Party, a copy of the PSC Register together with confirmation from an authorized signatory that no “warning notice” or “restrictions notice” (in each case as defined in Schedule 1B of the Companies Act 2006) has been issued in respect of the shares pledged as Collateral; (j) current searches at the U.S. Patent and Trademark Office or the U.S. Copyright Office (and the equivalent in the UK), as applicable, listing issued or pending Current Company IP of Borrower; (fk) payment of the Initial Facility Charge and reimbursement of LenderAgent’s and the Lenders’ current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance;, it being understood and agreed that the Due Diligence Fee previously paid shall be applied to the payment of the non-legal transaction costs and due diligence expenses ny-2659060 (gl) Landlord Consents or Bailee Agreementsall certificates of insurance, as applicable, for the premises where the Financed Equipment will, upon completion endorsements and copies of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advanceinsurance policy required hereunder; and (jm) such other documents as Lender Agent may reasonably request.

Initial Advance. The Lenders shall not be required to make the Advance on the Agreement Execution Date hereunder unless (a) the Borrower shall, prior to or concurrently with such Advance, have paid all fees due and payable to the Lenders and the Administrative Agent hereunder, and (b) the Borrower shall have delivered furnished to Lender each the Administrative Agent, with sufficient copies for the Lenders, the following (the term “Borrower” being deemed to include any Qualified Borrower as of the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Agreement Execution Date”): (ai) The duly executed originals of the Loan Documents Documents, including the Notes, payable to the order of each of the Lenders (including the Qualified Borrower Note), this Agreement, the Subsidiary Guaranties and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderQualified Borrower Guaranty; (bA) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate Certificates of good standing for each Borrower and each Assignor from its state the states of incorporation organization of each Borrower and similar each Assignor, certified by the appropriate governmental officer and dated not more than thirty (30) days prior to the Agreement Execution Date, and (B) current foreign qualification certificates from all other jurisdictions for the Borrower and each Assignor, certified by the appropriate governmental officer, for each jurisdiction in which the Subject Properties in which it does business owns an interest are located and in each other jurisdiction where the failure of the Borrower or any Assignor to so qualify or be qualified licensed (if required) would have a Material Adverse Effect; (eiii) Copies of the formation documents (including code of regulations, if appropriate) of the Borrower, each of the Assignors (and such Assignor’s managing partner, general partner or managing member) and each Subsidiary of the Assignors that is a certificate direct or indirect owner of incumbency as to each the Subject Properties certified by an officer of the Borrower, such Assignor and such other owners (or such Assignor’s and such other owner’s managing partner, general partner or managing member), respectively, together with all amendments thereto; (iv) Incumbency certificates, executed by officers of the Borrower who is and each of the Assignors (or such Assignor’s managing partner, general partner or managing member), which shall identify by name and title and bear the signature of the Persons authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to sign the Loan Documents and the Warrant on behalf of the Borrower and such Assignor and to make borrowings hereunder on behalf of the Borrower, including, without limitation, upon which certificate the chief financial officer Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower; (fv) payment Copies, certified by a Secretary or an Assistant Secretary of the Facility Charge Borrower and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 each of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to LenderAssignors (or such Assignor’s managing partner, prior to the disbursement of such Advance, any Landlord Consents in respect general partner or managing member) of the premises in Board of Directors’ resolutions (and resolutions of other bodies, if any are reasonably deemed necessary by counsel for any Lender) authorizing the continental United States where such International Based Financed Equipment may be located temporarilyAdvances provided for herein, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased Borrower, and the execution, delivery and performance of the Loan Documents to be executed and delivered by the Borrower and each Assignor hereunder; (vi) A written opinion of the Borrower’s and Assignors’ counsel, addressed to the Lenders in substantially the form of Exhibit B hereto or such other form as the Administrative Agent may reasonably approve; (vii) A certificate, signed by an officer of the Borrower, stating that on the Agreement Execution Date no Default or Unmatured Default has occurred and is continuing and that all representations and warranties of the Borrower are true and correct as of the Agreement Execution Date provided that such certificate is in fact true and correct; (viii) The most recent financial statements of the Borrower and the most recent operating statements with respect to each Subject Property; (ix) UCC financing statement, judgment, and tax lien searches with respect to Borrower, each Assignor and each other direct and indirect owner of the Subject Properties from their respective States of organization; (x) Written money transfer instructions, in substantially the form of Exhibit E hereto, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested; (xi) [Intentionally Omitted.] (xii) Evidence that all upfront fees due to each of the Lenders under the terms of their respective commitment letters have been paid, or will be paid out of the proceeds of the initial AdvanceAdvance made on the Agreement Execution Date; (xiii) The duly executed originals of the Security Documents signed by each of the parties thereto (or receipt by the Administrative Agent from a party thereto of a facsimile signature page signed by such party which shall have agreed to promptly provide the Administrative Agent with the originally executed counterparts thereof). Additionally, the Administrative Agent shall have received, at the Borrower’s expense, evidence in form and substance satisfactory to the Administrative Agent that the Security Documents are effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable first priority security interest in the Collateral described in the Security Documents and that all filings, recordings, deliveries of instruments and other actions necessary or desirable to protect and preserve such security interests have been duly effected and that any and all consents necessary or desirable with respect to such security interest, have been received and remain in full force and effect as of the Agreement Execution Date; (xiv) Evidence in form and substance satisfactory to the Administrative Agent, that the sum of (a) outstanding principal balance of the Loans (less the amount of cash on deposit in the Cash Collateral Account, if any) on the Agreement Execution Date plus (b) the sum of the Subject Property Indebtedness as of the Agreement Execution Date, is not greater than seventy percent (70%) of the then Value of Subject Properties; (xv) A copy of a Springing Instruction Letter duly executed by an authorized officer of each of the Depository Banks and the Borrower, provided, however, that solely with respect to the Subject Properties known as Bandera Pointe and University Hills Shopping Center, in lieu of executing a Springing Instruction Letter, Borrower shall execute an agreement which provides that upon the occurrence and during the continuation of a Default, Borrower shall cause all Pledged Equity Funds with respect to such Subject Properties to be deposited directly into the Deposit Accounts; and (jxvi) such Such other documents as any Lender or its counsel may have reasonably requestrequested, the form and substance of which documents shall be reasonably acceptable to the parties and their respective counsel.

Initial Advance. Borrower In addition to the terms and conditions otherwise contained herein, the obligations of Lender to make the initial Advance are conditioned on each of the following having been satisfied in a manner acceptable to Lender, in Lender's sole discretion: (a) The Loan Documents and the Related Documents in the forms and substance approved by Lender shall have been duly authorized and executed by each of Borrower and any other parties thereto and delivered by Borrower to Lender. (b) Lender shall have received evidence satisfactory to Lender that the representations and warranties of Borrower in the Loan Documents are true and accurate and not misleading. (c) All financing statements required by Lender shall have been duly authorized and executed by Borrower and delivered to Lender and filed in the appropriate governmental offices, including (i) financing statements relating to the property described in the Security Agreement executed by each Borrower and filed in the Offices of the followingSecretary of State of the State of Arizona, and the Secretary of State of the State of Delaware, and (ii) financing statements relating to the property described in the Pledge Agreement executed by Borrower and filed in the Offices of the Secretary of State of the State of Arizona, and the Secretary of State of the State of Delaware. (d) Lender shall have received the CD. (e) The Landlord Lien Waivers with respect to the Leases existing as of the date of such Advance shall have been duly authorized, executed and delivered by Landlords to Lender in form and substance acceptable to Lender in its reasonable discretion. (f) Lender shall have received all fees, costs and expenses specified in the Loan Documents and the Related Documents as are then due and payable by Borrower to 29 30 Lender, including the fees described in Section 2.3, Section 3.3 and Section 4.6, the attorneys' fees and costs incurred by Lender in connection with the preparation of the Loan Documents and the Related Documents, and all other costs incurred by Lender, including any appraisal fees, audit fees, environmental fees, premiums for title insurance policies and endorsements and filing, recording and search fees. (g) Lender shall have received all terminations of financing statements, partial releases of financing statements, mortgage releases, deed of trust releases, pay-off letters and/or agreements and other documents required by Lender to ensure that there are no Liens affecting the collateral for the Obligations, other than the Permitted Liens. (h) Lender shall have received evidence that the insurance required under the Loan Documents and the Related Documents is in full force and effect, that Lender is named as a loss payee thereunder, and that such insurance includes a provision requiring the insurer to provide Lender at least 30 days' prior written notice of the cancellation, expiration, termination or any change in the coverage afforded thereby. (i) Lender shall have received a certificate of the Secretary of Borrower in the form and substance approved by Lender, of even date herewith, as to: (i) the incumbency and signature of the officer of Borrower executing the Loan Documents and the Related Documents; (ii) the adoption and continued effect of resolutions of the Board of Directors of Borrower attached thereto, authorizing the execution, delivery and performance of the Loan Documents and the Related Documents to which Borrower is a party; and (iii) the accuracy of the copies of the Articles of Incorporation or Certificate of Incorporation and Bylaws of Borrower attached thereto. (j) Lender, at its option and for its sole benefit, shall have conducted an audit of the equipment, books, records and operations of Borrower, and Lender shall be satisfied as to their condition. (k) Lender shall have received a Compliance Certificate signed by Borrower, dated not more than 5 days prior to the initial Advance, and such reports and other certificates as Lender may require in order to satisfy itself as to the financial condition of Borrower. (l) Lender shall have received a certificate of good standing for Borrower from the appropriate government authorities of the state of incorporation of such Borrower, and from any other state in which Borrower is required to qualify to transact its business. (m) Lender shall have received the favorable written opinion of counsel to Borrower, in form and substance satisfactory to Lender and its counsel. (the date on which each of the following n) Lender shall have been so delivered is referred to herein as received true and correct copies of all Trademarks/names and Patents filed with the “Effective Date”):United States Patent and Trademark Office, if any. (ao) executed originals No Default or Event of the Loan Documents and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby Default shall then exist, nor shall any Default or to create and perfect the Liens Event of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, Default arise as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds result of the initial Advance; and. (jp) such Lender shall have received all other documents as items that Lender may reasonably requestrequires.

Initial Advance. Borrower shall have delivered The obligation of Lender to make the initial Warehousing Advance under this Agreement is subject to the satisfaction, in the sole discretion of Lender, of the following conditions precedent: (a) Lender each of must receive the following, all of which must be satisfactory in form and content to Lender, in its sole discretion: (1) The Warehousing Note and this Agreement duly executed by Borrower. (2) American Home's articles or certificate of incorporation together with all amendments, as certified by the Secretary of State of New York and their bylaws, together with all amendments, certified by the corporate secretary or assistant secretary of American Home and certificates of good standing dated within 30 days of the date of this Agreement. (3) Marina Mortgage's articles or certificate of incorporation together with all amendments, as certified by the Secretary of State of California and each Borrower's bylaws, together with all amendments, certified by the corporate secretary or assistant secretary of Borrower and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board of the State of California stating that Borrower is in good standing with the Franchise Tax Board. (4) A resolution of the board of directors of each Borrower authorizing the execution, delivery and performance of this Agreement and the other Loan Documents, each Warehousing Advance Request and all other agreements, instruments or documents to be delivered by Borrower under this Agreement. (5) A certificate as to the incumbency and authenticity of the signatures of the officers of each Borrower executing this Agreement and the other Loan Documents, and of the officers and employees of Borrower delivering each Warehousing Advance Request and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender). (6) Assumed Name Certificates dated within 30 days of the date of this Agreement for any assumed name used by each Borrower in the conduct of its business. (7) Fiscal year-end financial statements of Guarantor and each Borrower (and, if applicable, its Subsidiaries, on a consolidated basis) containing a balance sheet as of December 31, 2000, and related statements of income, cash flows and changes in stockholders' equity for the period ended on such date, all in reasonable detail and prepared in accordance with GAAP applied on a basis consistent with prior periods and accompanied by (A) an opinion as to those financial statements in form and substance satisfactory to Lender and prepared by independent certified public accountants of recognized standing acceptable to Lender and (B) any management letters, management reports or other supplementary comments or reports delivered by those accountants to borrower or its board of directors. (8) Interim financial statements of Guarantor and each Borrower (and, if applicable, its Subsidiaries, on a consolidated basis) containing a balance sheet as of March 31, 2001, related statements of income, cash flows and changes in stockholders' equity for the period ended on such date prepared in accordance with GAAP applied on a basis consistent with Borrower's most recent audited financial statements. (9) The Guaranty, on the form prescribed by Lender, duly executed by the Guarantor. (10) The Guarantor's articles or certificate of incorporation, together with all amendments, as certified by the Secretary of State of Delaware, bylaws certified by the corporate secretary of the Guarantor and certificates of good standing dated within 30 days of the date on which each of this Agreement. (11) A resolution of the following shall have been so delivered is referred to herein as the “Effective Date”): (a) executed originals of the Loan Documents and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate Guarantor, certified as of Incorporation the date of the Agreement by its corporate secretary, authorizing the execution, delivery and performance of the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the WarrantGuaranty, and all other agreements, instruments or documents and instruments to be delivered pursuant by the Guarantor under this Agreement. (12) A certificate as to the Loan Documents incumbency and authenticity of the signatures of the officers of the Guarantor executing the Guaranty and all other agreements, instruments or documents to be delivered under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender). (13) A favorable written opinion of counsel to Borrower and the Warrant on behalf Guarantor (or of Borrowerseparate counsel at the option of Borrower and the Guarantor), including, without limitation, the chief financial officer of Borrower; (f) payment addressed to Lender and dated as of the Facility Charge and reimbursement date of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of covering such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such other documents matters as Lender may reasonably request. (14) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for Borrower that do not disclose the existence of any prior Lien on the Collateral other than in favor of Lender or as permitted under this Agreement. (15) Copies of the certificates, documents or other written instruments that evidence Borrower's eligibility described in Section 9.1, together with copies of all seller/servicer contracts to which the Borrower is a party, all in form and substance satisfactory to Lender. (16) Copies of Borrower's errors and omissions insurance policy or mortgage impairment insurance policy, and blanket bond coverage policy, or certificates in lieu of policies, showing compliance by Borrower as of the date of this Agreement with the related provisions of Section 7.9. (17) Receipt by Lender of any fees due on the date of this Agreement. (18) Receipt of a fully-executed Funding Bank Agreement and evidence that all accounts into which Warehousing Advances will be funded have been established at the Funding Bank. (19) One or more agreements among Borrower, Lender and Fannie Mae in which Fannie Mae agrees to send all cash proce▇▇▇ ▇▇ Mortgage Loans sold by Borrower to Fannie Mae to the Cash Collateral Account, each in form and substance satisfactory to Lender. (b) If Borrower is indebted to any of its directors, officers, shareholders or Affiliates, or to the Guarantor, as of the date of this Agreement, which indebtedness has a term of more than 1 year or is in excess of $25,000, the Person to whom Borrower is indebted must have executed a Subordination of Debt Agreement, on the form prescribed by Lender; and Lender must have received an executed copy of that Subordination of Debt Agreement, certified by the corporate secretary of Borrower to be true and complete and in full force and effect as of the date of the Warehousing Advance.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender each of Agent the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (a) executed originals copies of the Loan Documents (other than the Warrant, which shall be an original), and all other documents and instruments reasonably required by Lender Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender Agent with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderAgent; (b) certified duly executed Account Control Agreement(s) with respect to each Deposit Account and account holding Investment Property (other than an Excluded Account) maintained by Borrower or any Subsidiary (other than the MSC Subsidiary); (c) a legal opinion of Borrower’s counsel in form and substance reasonably acceptable to Agent; (d) a copy of resolutions of Borrower’s board Board of directors Directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and Documents (ii) including the Warrant and transactions evidenced therebyWarrant), certified by an officer of Borrower; (ce) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (df) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (eg) a certificate any required filing in the central filing office of incumbency as to each officer the State of Borrower who is authorized to execute Delaware, accompanied by written evidence (including any UCC termination statements) that the Liens on any Collateral indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Term Loan DocumentsAdvance, the Warrant, and all other documents and instruments to will be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrowerterminated or released; (fh) payment of the Due Diligence Fee (to the extent not already paid), Initial Facility Charge and reimbursement of LenderAgent’s and the Lenders’ current reasonable, documented, and out-of-pocket expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement all certificates of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premisesinsurance required hereunder; (hj) duly executed landlord’s consent(s) in favor of Agent for each of Borrower’s leased locations (other than Borrower’s headquarters location) at which Collateral with a Consent Letter from each Incumbent Lendervalue in excess of Three Hundred Thousand Dollars ($300,000) is located; (ik) duly executed bailee’s waiver(s) in favor of Agent for each location (other than Borrower’s headquarters location) where Borrower maintains property with a third party and at which Collateral with a value in excess of Three Hundred Thousand Dollars ($300,000) is located; (l) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds duly executed copy of the initial AdvancePerfection Certificate and each exhibit and addendum thereto; and (jm) such other documents as Lender Agent may have reasonably requestrequested.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder or issue the initial Facility Letter of Credit hereunder, unless (a) the Borrower shall, prior to or concurrently with such initial Advance, have paid all fees due and payable to the Lenders and the Administrative Agent hereunder, and (b) the Borrower shall have delivered furnished to Lender each of the Administrative Agent, with sufficient copies for the Lenders, the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (ai) The duly executed originals of the Loan Documents Documents, including the Notes, payable to the order of each of the Lenders, this Agreement and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderSubsidiary Guaranty; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (cA) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate Certificates of good standing for the Borrower and each Subsidiary Guarantor, from its state the State of incorporation Maryland for the Borrower and similar the states of organization of each Subsidiary Guarantor, certified by the appropriate governmental officer and dated not more than thirty (30) days prior to the Agreement Execution Date, and (B) foreign qualification certificates from all for the Borrower and each Subsidiary Guarantor, certified by the appropriate governmental officer and dated not more than thirty (30) days prior to the Agreement Execution Date, for each other jurisdictions in which it does business and jurisdiction where the failure of the Borrower or such Subsidiary Guarantor to so qualify or be qualified licensed (if required) would have a Material Adverse Effect; (eiii) a certificate Copies of incumbency as to each the formation documents (including code of regulations, if appropriate) of the Borrower and the Subsidiary Guarantors, certified by an officer of the Borrower who is or such Subsidiary Guarantor, as appropriate, together with all amendments thereto; (iv) Incumbency certificates, executed by officers of the Borrower and the Subsidiary Guarantors, which shall identify by name and title and bear the signature of the Persons authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to sign the Loan Documents and the Warrant to make borrowings hereunder on behalf of the Borrower, includingupon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower or any such Subsidiary Guarantor; (v) Copies, without limitationcertified by a Secretary or an Assistant Secretary of the Borrower and each Subsidiary Guarantor, of the chief financial Board of Directors’ resolutions (and resolutions of other bodies, if any are reasonably deemed necessary by counsel for any Lender) authorizing the Advances provided for herein, with respect to the Borrower, and the execution, delivery and performance of the Loan Documents to be executed and delivered by the Borrower and each Subsidiary Guarantor hereunder; (vi) A written opinion of the Borrower’s and Subsidiary Guarantors’ counsel, addressed to the Lenders in substantially the form of Exhibit H hereto or such other form as the Administrative Agent may reasonably approve; (vii) A certificate, signed by an officer of the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing and that all representations and warranties of the Borrower are true and correct as of the initial Borrowing Date provided that such certificate is in fact true and correct; (viii) The most recent financial statements of the Borrower; (fix) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this AgreementUCC financing statement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transitjudgment, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender tax lien searches with respect to the Financed Equipment purchased Borrower from its state of organization and principal place of business; (x) Written money transfer instructions, in substantially the form of Exhibit E hereto, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested; (xi) A fully executed copy of the Fee Letter dated between the Borrower and the Administrative Agent and the Syndication Agent; (xii) Evidence that all upfront fees due to each of the Lenders under the terms of their respective commitment letters have been paid, or will be paid out of the proceeds of the initial AdvanceAdvance hereunder; (xiii) A compliance certificate pursuant to Section 6.1(v); (xiv) A certificate, in substantially the form of Exhibit J attached hereto, signed by an officer of the Borrower, certifying the Aggregate Pool Value; and (jxv) such Such other documents as any Lender or its counsel may have reasonably requestrequested, the form and substance of which documents shall be reasonably acceptable to the parties and their respective counsel.

Initial Advance. On or prior to the Closing Date; (a) Borrower shall have delivered to Lender each of Agent the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (ai) executed originals of the Loan Documents Documents, Account Control Agreements (to the extent available), a legal opinion of Borrower’s counsel, and all other documents and instruments reasonably required by Lender Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender Agent with respect to all CollateralCollateral located in the United States of America, in all cases in form and substance reasonably acceptable to LenderAgent; (bii) certified copy of resolutions of BorrowerParent’s and each Subsidiary Guarantor’s board of directors (or applicable governing body) evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (ciii) certified copies of the Certificate of Incorporation and the BylawsBylaws (or applicable organizational documents), as amended through the Closing Date, of BorrowerParent and each Subsidiary Guarantor and; (div) a certificate of good standing for Borrower Parent and each Subsidiary Guarantor from its state their respective states of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (b) Agent and Borrower shall have mutually agreed on the uses of the Closing Date Advance; (c) Agent and Lender shall have received information on Borrower’s operations satisfactory to them in their sole and absolute discretion and shall have completed their business and legal due diligence to their satisfaction in their sole and absolute discretion; (d) Agent and Lender shall have received approval of the transaction from their respective investment committees; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute The Indebtedness under the Loan Documentsand Security Agreement dated as of March 29, 2014, as amended, by and among Parent, each of its Subsidiaries party thereto and Stegodon Corporation as successor in interest to Hercules Technology Growth Capital, Inc. shall be repaid in full from the WarrantLoan proceeds, such facility shall be terminated, and all other documents security interests related thereto shall be terminated and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrowerreleased; (f) payment of the Facility Charge Charge, applicable Agency Fee and reimbursement of Agent’s and Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Closing Date Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such other documents as Lender Agent may reasonably request.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder, or issue the initial Facility Letter of Credit hereunder, unless and until (a) the Borrower shall, prior to or concurrently therewith, have paid all fees due and payable to the Lenders and the Administrative Agent hereunder, and (b) the Borrower shall have delivered furnished to Lender each of the Administrative Agent the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (a) The duly executed originals of this Agreement (with sufficient originals thereof for each of the Loan Lenders), the Notes payable to each of the Lenders, the Guaranty, the Security Documents and all any other documents additional Loan Documents, provided that Borrower may defer the effective date of the Collateral Assignment relating to the Pledged Equity Interests in the Partnership Interest Property known as Polaris Towne Center until the expiration of the advance notice period required under the Secured Indebtedness on such Partnership Interest Property, so long as Borrower has executed and instruments reasonably required by Lender delivered to effectuate the transactions contemplated hereby or Administrative Agent in escrow an executed but undated version of such Collateral Assignment and the contributions of such Pledged Equity Interest to create Collateral Pool LTV Amount and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderAdjusted Collateral Pool NOI shall be excluded until such Collateral Assignment has become effective; (bA) certified copy Certificates of resolutions of Borrower’s board of directors evidencing approval of (i) good standing for the Loan Parties and other transactions evidenced for each entity directly or indirectly owning a Partnership Interest Property from their states of organization, certified by the Loan Documents; appropriate governmental officer and dated not more than sixty (60) days prior to the Agreement Effective Date, and (iiB) foreign qualification certificates for the Warrant Loan Parties and transactions evidenced therebyfor each entity directly or indirectly owning a Partnership Interest Property, certified by the appropriate governmental officer and dated not more than sixty (60) days prior to the Agreement Effective Date, for each jurisdiction in which the executive offices of a Loan Party is located and each jurisdiction in which a Mortgage Property or Partnership Interest Property owned by such Loan Party or other entity is located; (c) certified copies Copies of the Certificate formation documents (including code of Incorporation regulations, if appropriate) of the Loan Parties and each entity directly or indirectly owning a Partnership Interest Property, certified by an officer of the BylawsBorrower or such other Loan Party or entity, as amended through the Closing Dateappropriate, of Borrowertogether with all amendments thereto; (d) a Incumbency certificates, executed by officers of the Loan Parties, which shall identify by name and title and bear the signature of the Persons authorized to sign this Agreement and the additional Loan Documents and to make borrowings hereunder on behalf of such parties, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions any change in which it does business and where writing by the failure to be qualified would have a Material Adverse Effectapplicable Loan Party; (e) Copies, certified by a certificate Secretary or an Assistant Secretary of incumbency as the applicable Loan Party, of the Board of Directors’ resolutions (and resolutions of other bodies, if any are reasonably deemed necessary by counsel for the Administrative Agent) authorizing the Advances provided for herein, with respect to each officer of Borrower who is authorized to execute the Loan Documents, the WarrantBorrower, and all other documents the execution, delivery and instruments performance of this Agreement and the additional Loan Documents to be executed and delivered pursuant to by the applicable Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of BorrowerParty; (f) payment A written opinion of the Facility Charge and reimbursement Loan Parties’ counsel, addressed to the Lenders in substantially the form of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts Exhibit E hereto or such other form as the Administrative Agent may be deducted from the initial Advancereasonably approve; (g) Landlord Consents or Bailee AgreementsA certificate, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 signed by an Authorized Officer of the initial Advance may be used for Borrower, stating that on the purchase of International Based Financed Equipment without delivering to LenderAgreement Effective Date no Default or Unmatured Default has occurred and is continuing, prior to the disbursement of such Advance, any Landlord Consents in respect and there has been no Material Adverse Effect and that all representations and warranties of the premises Borrower are true and correct in the continental United States where such International Based Financed Equipment may be located temporarily, so long all material respects as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Agreement Effective Date), provided that such International Based Financed Equipment certificate is relocated to such foreign premisesin fact true and correct; (h) a Consent Letter from each Incumbent LenderThe most recent financial statements of the Borrower and the Parent Entities; (i) a Release Letter from each Incumbent Lender UCC financing statement searches with respect to the Financed Equipment purchased Borrower and each of the other Loan Parties from the state of its organization; (j) Written money transfer instructions, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested; (k) A pro forma compliance certificate in the form of Exhibit A, utilizing the new covenants established herein and executed by the Borrower’s chief financial officer or chief operating officer; (l) Evidence that all fees due to each of the Lenders with respect to this Agreement have been paid; (m) Copies of a certified rent roll, leasing activity reports, tenant sales reports (if applicable), Major Leases, operating statements, title insurance commitments, surveys (which may be existing surveys accompanied by a certificate of no change from Borrower, if applicable), Appraisals for the Mortgage Properties dated not more than six (6) months prior to the Agreement Effective Date, a recent property condition report, flood zone determination (if not indicated on survey) and most recent engineering and “phase I” environmental assessments with respect to each Mortgage Property, estoppel certificates and subordination, non-disturbance and attornment agreements for Major Leases with respect to each Mortgage Property (in a form reasonably satisfactory to the Administrative Agent and to the extent available after reasonable collection efforts), together with insurance certificates satisfying the requirements of Section 5.16 below, and such other due diligence materials as the Administrative Agent shall reasonably require for each such Mortgage Property or Partnership Interest Property, in addition to a written opinion of the Borrower’s counsel (or a designated local counsel in the jurisdiction of the Mortgage Property) addressed to the Lenders in a form reasonably satisfactory to the Administrative Agent regarding each Security Document; (n) Evidence that each of the Mortgages has been recorded and the applicable title company has committed to issue a title insurance policy insuring such Mortgage in an amount and form, and with such coverages and endorsements, as are all reasonably satisfactory to the Administrative Agent; (o) Evidence in the form of an escrow and related undertakings from a title insurance company satisfactory to the Administrative Agent that all Indebtedness secured by the initial Collateral Pool Properties immediately prior to the Agreement Effective Date shall be repaid in full from the proceeds of the initial Advance; andAdvance hereunder. (jp) such Evidence satisfactory of the Administrative Agent of payment in full of all amounts due to any lenders under the Original Credit Agreement which are not continuing as Lenders hereunder and of acceptance by them of the termination of their commitments thereunder. (q) Such other documents as Lender the Administrative Agent or its counsel may have reasonably requestrequested, the form and substance of which documents shall be reasonably acceptable to the parties and their respective counsel. Upon satisfaction of the foregoing conditions precedent and the funding of the initial Advance, the Administrative Agent shall execute and deliver to Borrower a release of any security interests created pursuant to any “Collateral Assignments” not continuing in effect hereunder or the “Account Pledge Agreement” (as such terms are defined in the Original Credit Agreement) and terminations of any related UCC financing statements.

Initial Advance. The obligation of the Lenders to make any Advance under this Agreement is subject to the satisfaction, in the sole discretion of the Agent, on or before the date thereof, of the following conditions precedent, save and except that Agent may, at its sole option, waive any one or more of the following conditions prior to the Initial Advance but such waiver shall not prevent Agent from requiring compliance of such condition(s) prior to any subsequent Advance to the extent set forth in a supplemental agreement entered into between the Borrower and Agent: (a) Each of the Loan Documents shall have been duly executed and delivered to Lender each of by the followingrespective parties thereto and, shall be in full force and effect and shall be in form and substance satisfactory to Lender (the date on which each of the following Lenders. (b) UCC, tax lien and judgment searches of the appropriate public records for the Borrower that do not disclose the existence of any prior Lien on the Collateral other than in favor of Agent or as permitted under this Agreement, or other than a Lien in favor of any Person which Lien shall be terminated in accordance with the provisions of this Agreement. (c) Agent shall have received from the Borrower a copy, certified as of a recent date by the appropriate officer of the State in which such Person is organized to be true and complete, of the corporate charter and any other organization documents of such Person as in effect on such date of certification. The Borrower shall furnish evidence satisfactory to the Agent that they are each duly qualified and in good standing in each jurisdiction in which it owns or leases property or in which the conduct of its business requires it to so qualify, except where the failure to so qualify could not have a materially adverse effect on the business, assets, or financial condition of the Borrower. (d) Agent shall have received from the Borrower financial statements of the Borrower (and its Subsidiaries, on a consolidated basis) containing a balance sheet as of December 31, 2007 (the “Statement Date”) and related statements of income, changes in stockholders’ equity and cash flows for the period ended on the Statement Date and a balance sheet as of March 31, 2008 (“Interim Date”) and related statement of income for the period ended on the Interim Date, all prepared in accordance with GAAP applied on a basis consistent with prior periods and in the case of the statements as of the Statement Date, audited by independent certified public accountants of recognized standing acceptable to the Agent, together with an Officer Certificate prepared as of the Interim Date and executed by any officer of the Borrower. (e) UCC financing statements naming the Borrower as debtor and the Agent as secured party covering the Collateral shall have been so delivered is referred duly recorded and filed to herein the satisfaction of Agent and its counsel. (f) Agent shall have received evidence, in form, scope and substance and with such insurance carriers, satisfactory to the Agent, for all insurance policies required under any of the Loan Documents. (g) There shall be no pending or threatened litigation involving the Borrower which could reasonably be expected to result in a Material Adverse Change, and no judgment, order, injunction or other similar injunction or other similar restraint prohibiting any of the transactions contemplated hereby shall exist. (h) All action on the part of the Borrower necessary for the valid execution, delivery and performance by the Borrower of this Agreement and the other Loan Documents shall have been duly and effectively taken, and evidence thereof satisfactory to the Agent shall have been provided to the Agent. Agent shall have received from the Borrower true copies of resolutions adopted by the their respective boards of directors authorizing the transactions described herein, each certified by each of their secretaries as of a recent date to be true and complete. (i) Agent shall have received from the “Effective Borrower an incumbency certificate, dated as of the Closing Date”): , signed by a duly authorized officer of the Borrower and giving the name and bearing a specimen signature of each individual who shall be an Authorized Representative: (a) executed originals to sign, in the name and on behalf of such Person, each of the Loan Documents to which such Person is or is to become a party; (b) with respect to the Borrower, to make requests for Advances; and (c) to give Notices and to take other action on behalf of the Borrower under the Loan Documents. (j) Agent shall have received a favorable written opinion of counsel to the Borrower, dated as of the Closing Date in form, scope, and substance satisfactory to the Agent, addressed to the Agent and the Lenders. (k) Copies of the certificates, documents or other written instruments that evidence the Borrower’s eligibility described in Section 5.11, together with copies of all seller/servicer contracts to which the Borrower is a party, all in form and substance satisfactory to Agent. (l) Borrower shall have paid to the Agent all fees and expenses required pursuant to this Agreement and the other Loan Documents. (m) The Agent shall be satisfied that (i) the Borrower has obtained all material and appropriate authorizations and approvals of all governmental authorities (including, without limitation, any approvals required by any of F▇▇▇▇▇ M▇▇, FHA, F▇▇▇▇▇▇ Mac, G▇▇▇▇▇ M▇▇, HUD), required for the due execution, delivery and performance by the Borrower of each of the Loan Documents and all other documents for the perfection of or the exercise by the Agent and instruments reasonably required by each Lender to effectuate the transactions contemplated hereby or to create of their respective rights and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by remedies under the Loan Documents; , and (ii) the Warrant and all transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation contemplated hereby shall be in material compliance with, and the BylawsBorrower shall have obtained all material and appropriate approvals pertaining to, as amended through the Closing Dateall applicable laws, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation rules, regulations and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrowerorders, including, without limitation, the chief financial officer of Borrower;all governmental, environmental, ERISA, retiree health benefits, workers’ compensation and other requirements, regulations and laws and shall not contravene any charter, by-law, debt instrument or other material contact or agreement to which Borrower is a party. (fn) payment of No Material Adverse Change shall have occurred since the Facility Charge Statement Date and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance;Interim Date. (go) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior Borrower shall have provided such additional instruments and documents to the disbursement of such Advance, any Landlord Consents in respect of Agent and the premises in Lenders as the continental United States where such International Based Financed Equipment Agent and the Agent’s counsel may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such other documents as Lender may have reasonably requestrequested.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless (a) the Borrower shall, prior to or concurrently with such initial Advance, have paid all fees due and payable to the Lenders and the Administrative Agent hereunder, and (b) the Borrower shall have delivered furnished to Lender each of the Administrative Agent, with sufficient copies for the Lenders, the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (ai) The duly executed originals of the Loan Documents Documents, including the Notes, payable to the order of each of the Lenders, this Agreement, the Environmental Indemnity and all other documents and instruments reasonably required by Lender to effectuate of the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderSecurity Documents; (bA) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate Certificates of good standing for Borrower GPLP and Owner from its state the State of incorporation Delaware, certified by the appropriate governmental officer and similar dated not more than thirty (30) days prior to the Agreement Execution Date, and (B) foreign qualification certificates from all for GPLP and the Owner, certified by the appropriate governmental officer and dated not more than thirty (30) days prior to the Agreement Execution Date, for each other jurisdictions in which it does business and jurisdiction where the failure of GPLP or Owner to so qualify or be qualified licensed (if required) would have a Material Adverse Effect; (eiii) Copies of the formation documents (including code of regulations, if appropriate) of GPLP and the Owner, certified by an officer of GPLP or Owner, as appropriate, together with all amendments thereto; (iv) Incumbency certificates, executed by officers of the Borrower, the Parent Entities and Owner, which shall identify by name and title and bear the signature of the Persons authorized to sign the Loan Documents and to make borrowings hereunder on behalf of such parities, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by GPLP or any such Parent Entity or the Owner; (v) Copies, certified by a certificate Secretary or an Assistant Secretary of incumbency the Parent Entities, of the Board of Directors' resolutions (and resolutions of other bodies, if any are reasonably deemed necessary by counsel for the Administrative Agent) authorizing the Advances provided for herein, with respect to the Borrower, and the execution, delivery and performance of the Loan Documents to be executed and delivered by the Borrower and each Parent Entity hereunder; (vi) A written opinion of the Borrower's and Parent Entities' counsel, addressed to the Lenders in substantially the form of Exhibit F hereto or such other form as the Administrative Agent may reasonably approve; (vii) A written opinion from counsel in Alabama, in form and substance satisfactory to Administrative Agent, as to the enforceability of the Mortgage encumbering the Collateral Asset; (viii) A certificate, signed by an Authorized Officer of GPLP and Owner, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing, there has been no Material Adverse Effect, and that all representations and warranties of the Borrower are true and correct in all material respects as of the initial Borrowing Date provided that such certificate is in fact true and correct; (ix) The most recent financial statements of GPLP; (x) UCC financing statement, judgment, and tax lien searches with respect to GPLP and Owner from Alabama, Ohio and Delaware; (xi) Written money transfer instructions, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested; (xii) Evidence that all upfront fees due to each officer of Borrower who the Lenders under the terms of their respective commitment letters have been paid, or will be paid out of the proceeds of the initial Advance hereunder; (xiii) There is authorized no event of default under the GPLP Revolver; (xiv) The Administrative Agent shall have received a survey for the Collateral Asset certified as set forth in Schedule 5 attached hereto to execute the Loan DocumentsAdministrative Agent and in a form satisfactory to counsel for the Administrative Agent; (xv) The Administrative Agent shall have received in respect of the Collateral Asset a title policy (or policies) complying with the requirements as set forth in Schedule 6 attached hereto, showing no exceptions to title other than those permitted under the WarrantMortgage, except such as may be approved by the Administrative Agent, naming the Administrative Agent for the benefit of the Lenders as the insured under such policy and containing such endorsements as may be available in the applicable jurisdiction and as the Administrative Agent may require. The Administrative Agent shall have received evidence satisfactory to it that all premiums in respect of any endorsements, and all charges for mortgage recording tax, if any, have been paid; (xvi) If any portion of any buildings included in the Collateral Asset is located in an area identified as a special flood hazard area by the Federal Emergency Management Agency or other documents applicable agency, the Administrative Agent shall have received (i) a policy of flood insurance which (A) covers any parcel of improved real property which is encumbered by the Mortgage and instruments (B) is written in an amount satisfactory to the Administrative Agent or the maximum limit of coverage made available with respect to the particular type of property under the Act, whichever is less, and (ii) confirmation that the Owner has received the notice required pursuant to Section 208(e)(3) of Regulation H of the Board of Governors of the Federal Reserve System. To the extent the Collateral Asset is not located in an area identified as a special flood hazard area by the Federal Emergency Management Agency or other agency, the certification of the survey of the Collateral Asset to be delivered pursuant to the Loan Documents and the Warrant on behalf clause (xvi) above shall include confirmation of Borrower, including, without limitation, the chief financial officer of Borrowersuch fact; (fxvii) payment The Administrative Agent shall have received a copy of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender all recorded documents with respect to the Financed Equipment purchased Collateral Asset referred to, or listed as exceptions to title in, the title policy referred to in Section 4.1(xvii) and a copy, certified by such parties as the Administrative Agent may deem appropriate, of all other documents materially affecting the Collateral Asset, including without limitation copies of any leases on any leases with Major Tenants thereof; (xviii) The Administrative Agent shall have received the results of a recent search by a Person satisfactory to the Administrative Agent, of the Uniform Commercial Code, judgment and tax lien filings which may have been filed with respect to personal property of the Owner used in connection with the proceeds Collateral Asset and the results of such search shall be satisfactory to the Administrative Agent; (xix) The Administrative Agent shall have received evidence in form and substance satisfactory to it that all of the initial Advancerequirements for insurance as set forth in Schedule 7 attached hereto shall have been satisfied; (xx) The Administrative Agent shall have received a current rent roll and current operating statements for the Collateral Asset; (xxi) The Administrative Agent shall have received the most recent engineer's report on the condition of the improvements upon the Collateral Asset in Borrower's possession; (xxii) The Administrative Agent shall have received the most recent Phase I report and certification (or updated report and recertification) for the Collateral Asset in Borrower's possession; and (jxxiii) such Such other documents as Lender the Administrative Agent or its counsel may have reasonably requestrequested, the form and substance of which documents shall be reasonably acceptable to the parties and their respective counsel.

Initial Advance. 4.1.1. The Lenders shall not be required to make the initial Advance hereunder and this Agreement shall not become effective unless the Borrower shall have delivered has furnished to Lender each the Agent with sufficient copies for the Lenders: (i) Copies of the following, in form and substance satisfactory to Lender (the date on which each articles of incorporation of the following shall have been so delivered is referred to herein as Borrower, together with all amendments, and a certificate of status, both certified by the “Effective Date”):appropriate governmental officer in its jurisdiction of incorporation. (aii) Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its by-laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Loan Documents. (iii) An incumbency certificate, executed originals by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signature of the officers of the Borrower authorized to sign the Loan Documents and all other documents to make borrowings hereunder, upon which certificate the Agent and instruments reasonably required the Lenders shall be entitled to rely until informed of any change in writing by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender;Borrower. (biv) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced A certificate, signed by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of the Borrower;, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (fv) payment A written opinion of the Facility Charge Borrower's counsel, addressed to the Lenders in substantially the form of Exhibit "E" hereto. (vi) Notes payable to the order of each of the Lenders. (vii) Written money transfer instructions, in substantially the form of Exhibit "G" hereto, addressed to the Agent and reimbursement of Lender’s current expenses reimbursable pursuant signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested. (viii) Such other documents as any Lender or its counsel may have reasonably requested. 4.1.2. The Lenders shall not be required to this Agreement, which amounts may be deducted from make the initial Advance; (g) Landlord Consents Advance hereunder, unless prior to or Bailee Agreements, as applicable, for concurrently with the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 making of the initial Advance may be used for hereunder, the purchase Credit Agreement, dated as of International Based Financed Equipment without delivering to LenderAugust 8, prior 1995, among the Borrower, the lenders named therein and The First National Bank of Chicago, as agent shall have been terminated and the Borrower shall have paid to the disbursement lenders and the agent thereunder any and all unpaid principal of such Advanceand accrued and unpaid interest on the notes evidencing the obligations thereunder, and any Landlord Consents in respect and all other obligations of the premises Borrower thereunder arising under or in the continental United States where connection with such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such other documents as Lender may reasonably requestCredit Agreement.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless the Borrower shall have delivered has furnished to Lender each the Administrative Agent with sufficient copies for the Lenders: (i) Copies of the following, in form and substance satisfactory to Lender (the date on which each articles of incorporation of the following shall have been so delivered is referred to herein as Borrower, together with all amendments, and a certificate of good standing, each certified by the “Effective Date”):appropriate governmental officer in its jurisdiction of incorporation. (aii) executed originals Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its Code of Regulations and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents and all other documents and instruments reasonably required by Lender to effectuate which the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender;Borrower is a party. (biii) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced An incumbency certificate, executed by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies Secretary or Assistant Secretary of the Certificate Borrower, which shall identify by name and title and bear the signatures of Incorporation the Authorized Officers and any other officers of the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to sign the Loan Documents to which the Borrower is a party, upon which certificate the Administrative Agent and the Warrant on behalf Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (iv) A certificate, signed by an Authorized Officer of the Borrower, includingstating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of the Borrower’s general counsel addressed to the Lenders in substantially the form of Exhibit A. (vi) Any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender. (vii) Written money transfer instructions, without limitationin substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (viii) Evidence of the termination of the Revolving Credit Agreement, dated as of December 21, 2001 by and among the Borrower, the chief financial officer lenders party thereto, and Bank One, NA, as administrative agent thereunder, and evidence of Borrower;the repayment in full of all Debt and other obligations thereunder. (fix) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such Such other documents as any Lender or its counsel may have reasonably requestrequested.

Initial Advance. Borrower The initial Advance hereunder shall have delivered occur no later --------------- than October 30, 1998. No Lender shall be required to make the Term Loans or any initial Revolving Loan or purchase participations in the Letters of Credit, Swing Loans or Alternate Currency Loans hereunder, no Issuing Lender each shall be required to issue the initial Letter of the followingCredit hereunder, in form and substance satisfactory no Swing Loan Lender shall be required to make any Swing Loans hereunder, and no Alternate Currency Lender (the date on which each of the following shall have been so delivered is referred be required to herein as the “Effective Date”): make any Alternate Currency Loan hereunder unless (a) executed originals of the Loan Documents and all other documents and instruments reasonably required by Lender Company has furnished or caused to effectuate be furnished to the transactions contemplated hereby or to create and perfect Agent with sufficient copies for the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender;Lenders: (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies Copies of the Certificate articles of Incorporation incorporation of each Borrower and the Bylawseach Guarantor Subsidiary, as amended through the Closing Datetogether with all amendments, of Borrower; (d) and a certificate of good standing standing, both certified by the appropriate governmental officer in its jurisdiction of incorporation, along with copies, certified as a true up to date copy, dated not more than fifteen (15) days prior to the date of this Agreement, by a duly authorized officer of each of the French Borrowing Subsidiaries, of the constitutional documents of the French Borrowing Subsidiaries, as filed with the Registry of Commerce and Companies and a K-bis record, dated not more than fifteen (15) days prior to the date of this Agreement. (ii) Copies, certified by the Secretary or Assistant Secretary of each Borrower and each Guarantor Subsidiary, of its by-laws, "statuts" or comparable governance documents and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for the Agent) authorizing the execution of the Loan Documents. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of each Borrower and each Guarantor Subsidiary, which shall identify by name and title and bear the signature of the officers of such Borrower or such Guarantor Subsidiary, as applicable, authorized to sign the Loan Documents and, if applicable, to make borrowings hereunder, upon which certificate the Agent, the Lenders, the Swing Loan Lenders and the Issuing Lenders shall be entitled to rely until informed of any change in writing by the Company. (iv) A certificate, signed by a Financial Officer of the Company, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A certificate, signed by a Financial Officer of the Company, stating that on the initial Borrowing Date the representations and warranties contained in the Loan Documents are true and correct in all material respects. (vi) A written opinion of the counsel (a) to the Company and the Guarantor Subsidiaries with respect to U.S. law addressed to each of the Lenders, in substantially the form of Exhibit E --------- hereto, (b) to the Company and the French Borrowing Subsidiaries with respect to the laws of France addressed to each of the Lenders in substantially the form of Exhibit F-1 ----------- hereto, (c) to the Company and the Dutch Borrowing Subsidiaries with respect to the laws of The Netherlands addressed to each of the Lenders in substantially the form of Exhibit F-2 hereto, ----------- (d) to the Company and the German Borrowing Subsidiaries with respect to the laws of Germany addressed to each of the Lenders in substantially the form of Exhibit F-3 hereto, and (e) to the ----------- Company and the UK Borrowing Subsidiaries with respect to Scottish law addressed to each of the Lenders in substantially the form of Exhibit F-4 hereto. ----------- (vii) The Notes payable to the order of each of the Lenders. (viii) Evidence satisfactory to the Agent and the Required Lenders that the Company's directors and shareholders, and, to the extent required under applicable law, the directors and shareholders of any of the Company's Acquisition Subsidiaries (and, to the extent required under applicable law, the directors and shareholders of Schlumberger) shall have approved the Schlumberger Acquisition. (ix) Evidence of regulatory and legal approval, if any, for the Schlumberger Acquisition and the financing described herein, including without limitation any French or European Union regulatory approvals. (x) A Certificate signed by either the chief executive officer or the chief financial officer of the Company that since December 31, 1997, no change, event, development or combination of developments shall have occurred which, individually or in the aggregate has resulted in a Material Adverse Effect on the business acquired pursuant to the Schlumberger Acquisition. (xi) Unqualified audited financial statements for the last three fiscal years with respect to the fuel dispenser, manufacturing, sales and service business units of Schlumberger, certified by Befec Price Waterhouse, including balance sheets, related profit and loss and reconciliation of surplus statements and a statement of cash flows, together with copies of such financial statements which have been translated into English and converted into Dollar Amounts as of and for the periods stated by Befec Price Waterhouse. (xii) An Officer's Certificate from a Financial Officer of the Company with respect to value, solvency, and other appropriate factual information regarding the Company and its state Subsidiaries, including without limitation the Borrowing Subsidiaries, that after giving effect to the Schlumberger Acquisition, the Company and its Subsidiaries, including the Borrowing Subsidiaries, on a consolidated basis, are solvent and will be solvent subsequent to incurring the Indebtedness to be incurred in connection with the Schlumberger Acquisition, will be able to pay their debts and liabilities as they become due, and will not be left with unreasonably small capital with which to engage in their businesses. (xiii) Evidence reasonably satisfactory to the Agent that the Borrowers and each of incorporation their Subsidiaries (a) has made a full and similar certificates from complete assessment of the Year 2000 Issues; (b) has a realistic and achievable program for remediating the Year 2000 Issues, including a timetable and budget of anticipated costs; and (c) has a source of funds as required in such budget. (xiv) Pro Forma opening financial statements ("Pro Forma Opening --------- Statements") giving effect to the Schlumberger Acquisition and projections ("Updated Projections") updating the projections dated as of June 16, 1998 ("Earlier Projections") previously provided to the Agent, together with such information as the Agents and the Required Lenders may reasonably request to confirm the tax, legal, and business assumptions made in such Pro Forma Opening Statements and Updated Projections which Pro Forma Opening Statements and Updated Projections demonstrate, in the reasonable judgment of the Agents and the Required Lenders, together with all other jurisdictions information then available to the Agents and the Required Lenders, that the ability of the Company and its Subsidiaries to repay their debts and satisfy their respective other obligations as and when due and to comply with the financial covenants acceptable to the Agents and Required Lenders has not changed in any material respect from the Earlier Projections. (xv) Such other documents as any Lender or its counsel may have reasonably requested including without limitation those documents set forth on the List of Closing Documents attached hereto as Exhibit G. --------- and (b) (i) There shall be no injunction or temporary restraining order which, in the judgment of the Agent or the Required Lenders, would prohibit the making of the Advance or the consummation of the Schlumberger Acquisition. (ii) There shall be no litigation which it does business and where the failure would reasonably be expected to be qualified would have result in a Material Adverse Effect;. (eiii) The Agent and the Lenders shall be satisfied with the results of the due diligence investigation of the Borrowing Subsidiaries including, without limitation, contingent liabilities and contractual obligations. (iv) All financial, accounting and tax aspects of the Schlumberger Acquisition shall be acceptable to the Agent and the Lenders. (v) The representations and warranties contained in the Acquisition Agreement shall be accurate in all material respects as of the date of the Schlumberger Acquisition; the Acquisition Agreement shall not have been amended or modified by the Company without the prior agreement and consent of the Agent; and the conditions to the consummation of the Schlumberger Acquisition set forth in the Acquisition Agreement, other than the transfer of funds, shall have been satisfied or, with the prior written consent of the Agent, waived. (vi) All obligations of the Company or the Borrowing Subsidiaries under existing loan facilities shall have been prepaid (other than Indebtedness scheduled on Schedule 6.18). ------------- (vii) Liens creating a certificate first priority security interest in the Collateral subject to Liens permitted hereunder in favor of incumbency as to each officer the Agent on behalf of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered Lenders shall have been granted pursuant to the Loan Documents and appropriate financing statements shall have been signed by the Warrant on behalf Borrowers in proper form for filing in the appropriate jurisdictions to perfect such security interests. (viii) No Material Adverse Change shall have occurred since (i) May 31, 1998 in the case of Borrowerthe Company and its Subsidiaries (not including the fuel dispenser, manufacturing, sales and service business units of Schlumberger) and (ii) December 31, 1997 in the case of the fuel dispenser, manufacturing, sales and service business units of Schlumberger. (ix) Each of the Loan Documents shall have been duly executed by the Borrowers and the Subsidiary Guarantors parties thereto. (x) The terms and conditions of the Seller Subordinated Notes, including, without limitation, the chief financial officer of Borrower; (f) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may subordination provisions, interest rate, maturity, amortization, premiums, fees, blockage periods, standstill periods, covenants, events of default and remedies, shall be located temporarily, so long as (i) prior acceptable to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect Agent and the Lenders. (xi) The terms and conditions of the foreign premises where such International Based Financed Equipment Seller Equity Interests issued by the Company to Schlumberger shall be acceptable to the Agent and the Lenders. (xii) The Seller Senior Subordinated Note shall constitute payment of not less than $170,000,000 of the purchase price for the Schlumberger Acquisition. The Seller Junior Subordinated Note shall constitute payment of not less than $40,000,000 of the purchase price for the Schlumberger Acquisition. The Seller Equity Interests shall constitute payment of not less than $20,000,000 of the purchase price for the Schlumberger Acquisition. Not less than $20,000,000 of the purchase price for the Schlumberger Acquisition will be located upon completion of transit, and paid in additional Seller Subordinated Notes or Seller Equity Interests (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date"Additional Junior Security"), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such other documents as Lender may reasonably request.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless (a) the representations and warranties contained in Article V are true and correct as of such date, (b) the Administrative Agent has received duly executed originals of this SIDLEY ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP Agreement from the Borrower, the Lenders, and the Administrative Agent, and (c) the Borrower shall have delivered has furnished to Lender each the Administrative Agent with sufficient copies for the Lenders: (i) Copies of the followingcertificate of incorporation of the Borrower, together with all amendments thereto, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of organization, and a certificate of good standing for the Borrower from the Secretary of State (or the equivalent thereto) of Texas. (ii) Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its certificate of incorporation (as also certified by the appropriate governmental officer referenced in clause (i) above) and its by-laws, in each case together with all amendments thereto, and its Board of Directors’ resolutions authorizing the execution of and its performance under the Loan Documents to which it is a party. (iii) Incumbency certificates, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers or employees of the Borrower authorized to sign the Loan Documents to which it is a party and to request Loans hereunder, upon which certificates the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (iv) A compliance certificate, in substantially the form of Exhibit B, signed by the chief financial officer of the Borrower, setting forth the calculations necessary to determine the Borrower’s compliance with certain covenants set forth in this Agreement on the Closing Date and stating that on the Closing Date (a) no Default or Unmatured Default has occurred and is continuing, (b) all of the representations and warranties in Article V are true and correct as of such date, and (c) no Material Adverse Change has occurred since December 31, 2003. (v) A written opinion of the Borrower’s counsel, in form and substance satisfactory to Lender (the date on which each Administrative Agent and addressed to the Lenders, in substantially the form of the following shall have been so delivered is referred to herein as the “Effective Date”):Exhibit A. (avi) executed originals Any Notes requested by a Lender pursuant to Section 2.13 payable to the order of the Loan Documents and all each such requesting Lender. (vii) Such other documents and instruments as any Lender or its counsel may have reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, requested including, without limitation, the chief financial officer of Borrower; (f) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed each other document identified on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds list of the initial Advance; and (j) such other closing documents attached hereto as Lender may reasonably request.Exhibit E.

Initial Advance. The Lenders under the Short Term Agreement became obligated to make the initial Advance pursuant to Section 2.1 thereof, and the Swing Line Bank became obligated to make the initial Swing Line Loan under Section 2.2 thereof upon submission, contemporaneously with execution of the Short Term Agreement, to the Administrative Agent of the following: (i) Copies of the articles of incorporation of the Borrower, together with all amendments, and a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its by-laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Loan Documents. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signature of the officers of the Borrower authorized to sign the Loan Documents and to make borrowings hereunder, upon which certificate the Administrative Agent and the Lenders shall have delivered be entitled to Lender rely until informed of any change in writing by the Borrower. (iv) Copies of the articles of incorporation of each Guarantor, together with all amendments, and a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporation. (v) Copies, certified by the Secretary or Assistant Secretary of each Guarantor, of its by-laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Guaranties. (vi) An incumbency certificate, executed by the Secretary or Assistant Secretary of each Guarantor, which shall identify by name and title and bear the signature of the officers of each Guarantor authorized to sign the Guaranties. (vii) A certificate, signed by the treasurer of the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (viii) A written opinion of counsel to the Borrower, addressed to the Lenders in substantially the form of Exhibit "B" hereto. (ix) Notes payable to the order of each of the followingLenders, and a Swing Line Note payable to the order of the Swing Line Bank. (x) Financial statements of the Borrower, and detailed business plans and projections for the Borrower satisfactory in form and substance satisfactory to Lender the Lenders. (xi) Written money transfer instructions, in substantially the date on which form of Exhibit "E" hereto, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (xii) The Guaranties duly executed by each of the following shall have been so delivered is referred to herein as the “Effective Date”):Guarantors. (axiii) executed originals of the Loan Documents and all Such other documents and instruments as any Lender or its counsel may have reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation requested. and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation following events occurred and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents conditions were fulfilled or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender;waived: (i) a Release Letter from each Incumbent Lender with respect The Borrower paid all fees due at the Closing Date pursuant to the Financed Equipment purchased with the proceeds Short Term Agreement. (ii) Completion of the initial Advance; andBig O Acquisition, including the granting of all required regulatory and legal approvals, occurred upon the terms set forth in the Acquisition Agreement. (jiii) such other documents The Private Placement contained terms and conditions acceptable to the Lenders. (iv) The Long Term Credit Agreement became effective as Lender may reasonably requestof the Closing Date.

Initial Advance. Borrower At or prior to the making of the initial extension of credit hereunder, the following conditions precedent shall also have been satisfied: (a) the Bank shall have delivered received the following (each to Lender be properly executed and completed) and the same shall have been approved as to form and substance by the Bank: (i) the Revolving Credit Note; (ii) the Collateral Documents, including the lockbox agreement required pursuant to Section 4.2 hereof together with any financing statements requested by the Bank in connection with the Collateral Documents; (iii) the Guarantees from QMS Canada and QMS Circuits, Inc.; (iv) copies (executed or certified, as may be appropriate) of all legal documents or proceedings taken in connection with the execution and delivery of this Agreement and the other Loan Documents to the extent the Bank or its counsel may reasonably request; (v) an incumbency certificate containing the name, title and genuine signatures of each of the followingCompany's Authorized Representatives; (vi) evidence of insurance required by Section 8.4 hereof; and (vii) a payoff letter from Foothill Capital Corporation to the Company setting forth the amount of indebtedness and obligations owed such lender by the Company and containing an agreement to release all Liens in such lender's favor upon receipt of such payoff amount; (b) the Bank shall have received the initial fees called for hereby; (c) the Bank shall have received and approved as to substance consolidated and consolidating proforma projected financial statements for the Company and its Subsidiaries, including a balance sheet as of July 2, 1999 (in each case immediately after giving effect to the QMS BV Acquisition, the Minolta Loan and the Opening Day Minolta Equity Infusion) and such other valuations and certifications as it may require in order to satisfy itself as to the value of the Collateral, the financial condition of the Company and its Subsidiaries, and the lack of material contingent liabilities of the Company and its Subsidiaries; (d) legal matters incident to the execution and delivery of this Agreement and the other Loan Documents and to the transactions contemplated hereby and thereby shall be satisfactory to the Bank and its counsel; and the Bank shall have received the favorable written opinion of counsel for the Company in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”): (a) executed originals of the Loan Documents Bank and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effectcounsel; (e) the Bank shall have received a Borrowing Base certificate in the form attached hereto as Exhibit B showing the computation of incumbency the Borrowing Base in reasonable detail as of the close of business not earlier than three (3) days prior to each officer the making of Borrower who is authorized the initial extension of credit hereunder and showing, among other things, excess availability of at least $5,000,000 after deeming as borrowed hereunder an amount equal to execute all but $100,000 of the Loan Documents, the Warrant, Company's accounts payable over ninety (90) days past due and all other documents and instruments to be delivered pursuant transaction expenses related to the Loan Documents transactions contemplated hereby and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of BorrowerQMS BV Acquisition; (f) payment the QMS BV Acquisition shall have been consummated for an aggregate consideration (inclusive of out-of-pocket transaction fees and charges directly incident to the QMS BV Acquisition, but in any event excluding business restructuring charges) of not more than U.S. $31,000,000, and the Bank shall have received assurances satisfactory to it of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advanceforegoing; (g) Landlord Consents the Bank shall have received a good standing certificate (or Bailee Agreements, as applicable, equivalent certificate) for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 Company and each Domestic Subsidiary and QMS Canada (dated as of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, date no earlier than thirty (30) days prior to the disbursement of such Advance, any Landlord Consents in respect date hereof) from the office of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement secretary of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect state of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date state (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on province) of its incorporation and the Effective Date), such International Based Financed Equipment state (or province) in which its principal place of business is relocated to such foreign premiseslocated; (h) the Liens granted to the Bank under the Collateral Documents shall have been perfected in a Consent Letter from each Incumbent Lendermanner satisfactory to the Bank and its counsel; (i) a Release Letter from each Incumbent Lender with respect the Bank shall have received evidence satisfactory to it that the Financed Equipment purchased with the Company received cash proceeds of at least $12,800,000 from the initial AdvanceMinolta Loan; (j) the Bank shall have received evidence satisfactory to it that the Company received cash proceeds of at least $12,200,000 from the Opening Day Minolta Equity Infusion; (k) the Bank shall have received (i) satisfactory evidence that the Company shall have entered into an employment contract with ▇▇ ▇▇▇▇▇▇▇ for him to perform the duties and functions of chief executive officer for the Company for whatever period of time the Company deems appropriate and (ii) (A) assurances satisfactory to it of the remedy, within applicable grace periods, of any default under the Mobile Lease or (B) a written waiver of any currently existing default under the Mobile Lease; and (jl) the Bank shall have received such other documents agreements, instruments, documents, certificates and opinions as Lender the Bank may reasonably request.

Initial Advance. On or prior to the Closing Date, Borrower shall have delivered (or caused to Lender each of be delivered) to Agent the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (a) duly executed originals counterparts of this Agreement, Account Control Agreements, the Loan Documents ACH Authorization, the Side Letter and all other documents and instruments reasonably required by Lender Agent to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all CollateralAgent, in all cases cases, in form and substance reasonably acceptable to LenderAgent; (b) certified a legal opinion of B▇▇▇▇▇▇▇’s counsel in form and substance reasonably acceptable to Agent; (c) a copy of resolutions of BorrowerB▇▇▇▇▇▇▇’s board of directors Board evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; , and (ii) the Warrant Warrants and transactions evidenced thereby, in each case, as attached to a certificate certified by an officer of Borrower and delivered to Agent on the Closing Date or such other date (with respect to the Warrant); (cd) certified copies of the Certificate Charter of Incorporation Borrower, certified by the Secretary of State of the applicable jurisdiction of organization and the Bylawsother Organizational Documents, as amended through the Closing Date, of Borrower, certified by an officer of Borrower; (de) a certificate of good standing for Borrower from its state the applicable jurisdiction of incorporation organization and similar certificates from all other jurisdictions in which it Borrower does business and where the failure to be qualified would could have a Material Adverse Effect; (ef) a perfection certificate of incumbency B▇▇▇▇▇▇▇, together with duly executed signatures thereto; (g) certified copies, dated as of a recent date, of searches for financing statements filed in the central filing office of the State of Delaware; (h) Intellectual Property searches with respect to each officer of Borrower who is authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower; (fi) payment of (i) the Due Diligence Fee (which has been paid prior to the Closing Date), (ii) the Initial Facility Charge and reimbursement of Lender(iii) Agent’s and the Lenders’ current expenses reimbursable pursuant to this Agreement, which amounts under clauses (ii) and (iii) may be deducted from the initial Advance; (gj) Landlord Consents or Bailee Agreementsall certificates of insurance, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transitendorsements, and (ii) within 90 days copies of the Effective Date (or any subsequent Advance Date with respect each insurance policy required pursuant to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial AdvanceSection 6.2; and (jk) such other documents as Lender Agent may reasonably requestrequest at least one (1) Business Day prior to the Closing Date.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless (a) the Borrower shall, prior to or concurrently with such initial Advance, have paid all fees due and payable to the Lenders and the Administrative Agent hereunder, and (b) the Borrower shall have delivered furnished to Lender each of the Administrative Agent, with sufficient copies for the Lenders, the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (a) The duly executed originals of the Loan Documents Documents, including the Notes, payable to the order of each of the Lenders, this Agreement and all other documents and instruments reasonably required by Lender to effectuate of the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderSecurity Documents; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (iA) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate Certificates of good standing for Borrower GPLP and Owner from its state the State of incorporation Delaware, certified by the appropriate governmental officer and similar dated not more than sixty (60) days prior to the Agreement Execution Date, and (B) foreign qualification certificates from all for GPLP and the Owner, certified by the appropriate governmental officer and dated not more than sixty (60) days prior to the Agreement Execution Date, for each other jurisdictions in which it does business and jurisdiction where the failure of GPLP or Owner to so qualify or be qualified licensed (if required) would have a Material Adverse Effect; (c) Copies of the formation documents (including code of regulations, if appropriate) of GPLP and the Owner, certified by an officer of GPLP or Owner, as appropriate, together with all amendments thereto; (d) Incumbency certificates, executed by officers of GPLP, which shall identify by name and title and bear the signature of the Persons authorized to sign the Loan Documents and to make borrowings hereunder on behalf of such parities, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by GPLP; (e) Copies, certified by a certificate Secretary or an Assistant Secretary of incumbency as one of the Parent Entities, of the Board of Directors’ resolutions (and resolutions of other bodies, if any are reasonably deemed necessary by counsel for the Administrative Agent) authorizing the Advances provided for herein, with respect to each officer the Borrower, and the execution, delivery and performance of Borrower who is authorized to execute the Loan DocumentsDocuments to be executed and delivered by the Borrower and each Parent Entity hereunder; (f) A written opinion of the Borrower’s counsel, addressed to the Lenders in substantially the form of Exhibit F hereto or such other form as the Administrative Agent may reasonably approve; (g) A certificate, signed by an Authorized Officer of GPLP and Owner, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing, there has been no Material Adverse Effect, and that all representations and warranties of the Borrower are true and correct in all material respects as of the initial Borrowing Date provided that such certificate is in fact true and correct; (h) The most recent financial statements of GPLP; (i) Written money transfer instructions, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested; (j) Evidence that the upfront fees due under the fee letter referenced in Section 2.4 have been paid, or will be paid out of the proceeds of the initial Advance hereunder; (k) There is no event of default under the GPLP Revolver; (l) A survey for the Project in a form satisfactory to counsel for the Administrative Agent; (m) An endorsement to the lender’s title policy (or policies) issued under the Existing Loan Agreement, reflecting the recording of the amendments to the Deed of Trust and the Assignment of Rents and Leases and showing no exceptions to title except such as may be approved by the Administrative Agent; (n) If any portion of any buildings included in the Project is located in an area identified as a special flood hazard area by the Federal Emergency Management Agency or other applicable agency, (i) a policy of flood insurance which (A) covers any parcel of the Project and (B) is written in an amount satisfactory to the Administrative Agent or the maximum limit of coverage made available with respect to the particular type of property under the Act, whichever is less, and (ii) confirmation that the Owner has received the notice required pursuant to Section 208(e)(3) of Regulation H of the Board of Governors of the Federal Reserve System. To the extent the Project is not located in an area identified as a special flood hazard area by the Federal Emergency Management Agency or other agency, the Warrant, and all other documents and instruments certification of the survey of the Project to be delivered pursuant to the Loan Documents and the Warrant on behalf clause (m) above shall include confirmation of Borrower, including, without limitation, the chief financial officer of Borrowersuch fact; (fo) payment A copy of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender all recorded documents with respect to the Financed Equipment purchased Project referred to, or listed as exceptions to title in, the endorsement to the title policy referred to above and a copy, certified by such parties as the Administrative Agent may deem appropriate, of all other documents materially affecting the Project, including without limitation copies of any leases with Major Tenants thereof; (p) The results of a recent search by a Person satisfactory to the Administrative Agent, of the Uniform Commercial Code, judgment and tax lien filings which may have been filed with respect to personal property of the Owner used in connection with the proceeds Project and the results of such search shall be satisfactory to the Administrative Agent; (q) Evidence in form and substance satisfactory to it that all of the initial Advancerequirements for insurance shall have been satisfied; (r) A current rent roll and current operating statements for the Project; (s) A current engineer’s report on the condition of the improvements upon the Project; (t) A current Phase I environmental assessment report and certification (or updated report and recertification) for the Project; (u) A written response from any lender under the Existing Loan Agreement which is not continuing as a Lender hereunder to a request made by the Administrative Agent, that such lender is withdrawing as a Lender on the Agreement Execution Date and confirming the amounts due to it upon such withdrawal, (v) An estoppel certificate from the Ground Lessor as to the continuance of the Ground Lease in full force and effect without default; (w) An interest rate cap agreement or interest rate swap agreement for a minimum of seventy-five percent (75%) of Tranche A in form and substance satisfactory to Administrative Agent; (x) The executed Co-Lender Agreement; and (jy) such other documents as Lender the Administrative Agent or its counsel may have reasonably requestrequested, the form and substance of which documents shall be reasonably acceptable to the parties and their respective counsel.

Initial Advance. Borrower shall have delivered At or prior to Lender each the making of the followinginitial extension of credit hereunder, in form and substance satisfactory to Lender (the date on which each of the following conditions precedent shall also have been so delivered is referred to herein as the “Effective Date”):satisfied: (a) executed originals the Agent shall have received the following for the account of the Loan Documents Lenders (each to be properly executed and completed) and the same shall have been approved as to form and substance by the Agent: (i) the Facility A Notes and (if the Facility B Credit has been activated) the Facility B Notes; (ii) certified copies of resolutions of the Board of Directors of the Company authorizing the execution and delivery of this Agreement and the Notes, indicating the authorized signers of such documents and all other documents relating thereto and instruments reasonably required the specimen signatures of such signers; (iii) copies of the articles of incorporation and by-laws of the Company certified by Lender to effectuate the transactions contemplated hereby Secretary or to create other appropriate officer of the Company; and (iv) an incumbency certificate containing the name, title and perfect genuine signatures of each of the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderCompany's Authorized Representatives; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan Agent shall have received for itself and other transactions evidenced by for the Loan Documents; and (ii) Lenders the Warrant and transactions evidenced therebyinitial fees called for hereby; (c) certified copies legal matters incident to the execution and delivery of this Agreement and the other Loan Documents and to the transactions contemplated hereby shall be reasonably satisfactory to each Lender and its counsel; and the Agent shall have received for the account of the Certificate Lenders the favorable written opinion of Incorporation and counsel for the Bylaws, Company in form set forth as amended through the Closing Date, of BorrowerExhibit 7.2(c) hereof; (d) the Agent shall have received for the account of the Lenders a certificate of good standing certificate for Borrower the Company (dated as of the date no earlier than thirty (30) days prior to the date hereof) from its the office of the secretaries of state of incorporation the states of Illinois and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse EffectIowa; (e) The proceeds of such initial credit shall be used to pay in full all outstanding "Obligations" under the Existing Credit Agreement except to the extent such "Obligations" constitute a certificate "LIBOR Portions," in which event such "Obligations" shall be deemed Facility A Loans made by the same Lender hereunder evidenced by the relevant Facility A Notes issued to such Lender, with interest on each such "LIBOR Portion" to be due and payable at the end of incumbency as the "Interest Period" applicable thereto at the time such "LIBOR Portion" becomes evidenced by the Facility A Notes and the interest applicable to each officer of Borrower who is authorized such "LIBOR Portion" to execute continue at the Loan Documentsrate which would otherwise applicable thereto under the Existing Credit Agreement (except that the "Applicable Margin" under the Existing Credit Agreement shall be deemed the Applicable Margin hereunder). The Lenders and the Company agree that concurrently with such initial credit, the Warrant, Existing Credit Agreement shall terminate and all other documents "Obligations" outstanding thereunder (except for such "LIBOR Portions") shall be due and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrower;payable; and (f) payment The Agent shall have received a certificate by the President, Chief Executive Officer, Chief Financial Officer or Senior Vice President-Finance of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this AgreementCompany, which amounts may be deducted from stating that on the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement date of such Advance, any Landlord Consents in respect initial extension of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement credit no Default or Event of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, Default has occurred and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such other documents as Lender may reasonably requestcontinuing.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder, unless (a) the Borrower shall, prior to or concurrently with such initial Advance, have paid all fees due and payable to the Lenders and the Administrative Agent hereunder, and (b) the Borrower shall have delivered furnished to Lender each of the Administrative Agent, with sufficient copies for the Lenders, the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (ai) The duly executed originals of the Loan Documents Documents, including the Notes, payable to the order of each of the Lenders which has requested a Note, this Agreement and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderSubsidiary Guaranty; (bA) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate Certificates of good standing for the Borrower and each Subsidiary Guarantor, from its state the State of incorporation Maryland for the Borrower and similar the states of organization of each Subsidiary Guarantor, certified by the appropriate governmental officer and dated not more than thirty (30) days prior to the Agreement Execution Date, and (B) foreign qualification certificates from all for the Borrower and each Subsidiary Guarantor, certified by the appropriate governmental officer and dated not more than thirty (30) days prior to the Agreement Execution Date, for each other jurisdictions in which it does business and jurisdiction where the failure of the Borrower or such Subsidiary Guarantor to so qualify or be qualified licensed (if required) would have a Material Adverse Effect; (eiii) a certificate Copies of incumbency as to each the formation documents (including code of regulations, if appropriate) of the Borrower and the Subsidiary Guarantors, certified by an officer of the Borrower who is or such Subsidiary Guarantor, as appropriate, together with all amendments thereto; (iv) Incumbency certificates, executed by officers of the Borrower and the Subsidiary Guarantors, which shall identify by name and title and bear the signature of the Persons authorized to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to sign the Loan Documents and the Warrant to make borrowings hereunder on behalf of the Borrower, includingupon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower or any such Subsidiary Guarantor; (v) Copies, without limitationcertified by a Secretary or an Assistant Secretary of the Borrower and each Subsidiary Guarantor, of the chief financial Board of Directors’ resolutions (and resolutions of other bodies, if any are reasonably deemed necessary by counsel for any Lender) authorizing the Advances provided for herein, with respect to the Borrower, and the execution, delivery and performance of the Loan Documents to be executed and delivered by the Borrower and each Subsidiary Guarantor hereunder; (vi) A written opinion of the Borrower’s and Subsidiary Guarantors’ counsel, addressed to the Lenders in substantially the form of Exhibit H hereto or such other form as the Administrative Agent may reasonably approve; (vii) A certificate, signed by an officer of the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing and that all representations and warranties of the Borrower are true and correct as of the initial Borrowing Date provided that such certificate is in fact true and correct; (viii) The most recent financial statements of the Borrower; (fix) payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this AgreementUCC financing statement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transitjudgment, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender tax lien searches with respect to the Financed Equipment purchased Borrower from its state of organization and principal place of business; (x) Written money transfer instructions, in substantially the form of Exhibit E hereto, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested; (xi) A fully executed copy of the Fee Letters; (xii) Evidence that all upfront fees due to each of the Lenders under the terms of their respective commitment letters have been paid, or will be paid out of the proceeds of the initial AdvanceAdvance hereunder; (xiii) A compliance certificate pursuant to Section 6.1(v); (xiv) Confirmation, in a form reasonably acceptable to the Agent, that sufficient proceeds from the Initial Advance will be used to repay existing Secured Indebtedness and to obtain the release of the existing liens encumbering those Qualifying Unencumbered Properties described on Schedule 5 attached hereto; and (jxv) such Such other documents as any Lender or its counsel may have reasonably requestrequested, the form and substance of which documents shall be reasonably acceptable to the parties and their respective counsel.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder, or issue the initial Facility Letter of Credit hereunder, unless and until (a) the Borrower shall, prior to or concurrently therewith, have paid all fees due and payable to the Lenders and the Administrative Agent hereunder, and (b) the Borrower shall have delivered furnished to Lender each of the Administrative Agent the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (a) The duly executed originals of this Agreement (with sufficient originals thereof for each of the Lenders), the Notes payable to each of the Lenders, the Subsidiary Guaranty and any other additional Loan Documents and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderDocuments; (b) (A) Certificates of good standing for each Loan Party from its state of organization, certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; appropriate governmental officer and dated not more than thirty (30) days prior to the Agreement Effective Date, and (iiB) foreign qualification certificates for each Loan Party certified by the Warrant appropriate governmental officer and transactions evidenced therebydated not more than thirty (30) days prior to the Agreement Effective Date, for each jurisdiction in which an Unencumbered Property owned by such Loan Party is located; (c) certified copies Copies of the Certificate formation documents (including code of Incorporation and regulations, if appropriate) of the BylawsLoan Parties, certified by an officer of the Borrower or such other Loan Party, as amended through the Closing Dateappropriate, of Borrowertogether with all amendments thereto; (d) a Incumbency certificates, executed by officers of the Loan Parties, which shall identify by name and title and bear the signature of the Persons authorized to sign this Agreement and the additional Loan Documents and to make borrowings hereunder on behalf of such parties, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions any change in which it does business and where writing by the failure to be qualified would have a Material Adverse Effectapplicable Loan Party; (e) Copies, certified by a certificate Secretary or an Assistant Secretary of incumbency as the applicable Loan Party, of the Board of Directors’ resolutions (and resolutions of other bodies, if any are reasonably deemed necessary by counsel for the Administrative Agent) authorizing the Advances provided for herein, with respect to each officer of Borrower who is authorized to execute the Loan Documents, the WarrantBorrower, and all other documents the execution, delivery and instruments performance of this Agreement and the additional Loan Documents to be executed and delivered pursuant to by the applicable Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of BorrowerParty; (fi) payment A written opinion of the Facility Charge Loan Parties’ special counsel, Proskauer Rose LLP, addressed to the Lenders and reimbursement in form reasonably satisfactory to the Administrative Agent, and (ii) a written opinion of Lender’s current expenses reimbursable pursuant the Loan Parties’ special Maryland counsel, ▇▇▇▇▇▇▇ LLP, addressed to this Agreement, which amounts may be deducted from the initial AdvanceLenders and in form reasonably satisfactory to the Administrative Agent; (g) Landlord Consents or Bailee AgreementsA certificate, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 signed by an Authorized Officer of the initial Advance may be used for Borrower, stating that on the purchase Agreement Effective Date no Default or Unmatured Default has occurred and is continuing, and there has been no change in the financial condition or business of International Based Financed Equipment without delivering to Lender, prior the Borrower and the Consolidated Group taken as a whole since the date of the most recent financial statements delivered to the disbursement of such Advance, any Landlord Consents in respect Administrative Agent which would reasonably be expected to have a Material Adverse Effect and that all representations and warranties of the premises Borrower are true and correct in the continental United States where such International Based Financed Equipment may be located temporarily, so long as all material respects (i) prior except to the disbursement of such Advance, one or more Bailee Agreements, extent that any representation and warranty that is qualified by materiality shall be true and correct in all respects) as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Agreement Effective Date (or, to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date, except to the extent that any subsequent Advance Date with respect to any International Based Financed Equipment not financed representation and warranty that is qualified by materiality shall be true and correct in all respects on the Effective Datesuch earlier date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent LenderThe most recent quarterly financial statements of the Borrower; (i) a Release Letter from each Incumbent Lender UCC financing statement searches with respect to the Financed Equipment purchased with the proceeds Borrower and each of the initial Advance; andother Loan Parties from the state of its organization and with respect to each owner of an Initial Unencumbered Property from the state in which such Unencumbered Property is located; (j) Written money transfer instructions, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other documents related money transfer authorizations as the Administrative Agent may have reasonably requested; (k) A pro forma compliance certificate in the form of Exhibit A, utilizing the covenants established herein and executed by the Borrower’s chief financial officer or chief accounting officer; (l) Evidence that all fees due to each of the Lenders with respect to this Agreement have been paid; (m) A subordination agreement executed by the Advisor in the form attached hereto as Exhibit K and made a part hereof; (n) A Beneficial Ownership Certification, if Borrower qualifies as a legal entity customer under the Beneficial Ownership Regulation, which such Beneficial Ownership Certification shall also be delivered to any Lender may reasonably request.that so requests in addition with any other “know your customer” information that such Lender requests;

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder or accept their respective participation interests in the Original Facility Letters of Credit unless (i) the Borrower shall, prior to or concurrently with such initial Advance, have paid all fees due and payable to the Lenders and the Administrative Agent hereunder, and (ii) the Borrower shall have delivered furnished to Lender each of the Administrative Agent, with sufficient copies for the Lenders, the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (a) The duly executed originals of the Loan Documents Documents, including the Notes, payable to the order of each of the Lenders, and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lenderthis Agreement; (b) Certificates of good standing for each Loan Party from its state of organization, certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; appropriate governmental officer and dated not more than thirty (ii30) days prior to the Warrant and transactions evidenced therebyAgreement Execution Date; (c) certified copies Copies of the Certificate formation documents (including code of Incorporation and regulations, if appropriate) of each Loan Party, certified by an officer of the BylawsBorrower, as amended through the Closing Date, of Borrowertogether with all amendments thereto; (d) a Incumbency certificates, executed by officers of the Borrower, which shall identify by name and title and bear the signature of the Persons authorized to sign the Loan Documents and to make borrowings hereunder on behalf of such parties, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions any change in which it does business and where writing by the failure to be qualified would have a Material Adverse EffectBorrower; (e) Copies, certified by a certificate Secretary or an Assistant Secretary, of incumbency as the Borrower’s resolutions (and resolutions of the other Loan Parties, if any are reasonably deemed necessary by counsel for the Administrative Agent) authorizing the Advances provided for herein, with respect to each officer of Borrower who is authorized to execute the Loan Documents, the WarrantBorrower, and all other documents the execution, delivery and instruments to be delivered pursuant to performance of the Loan Documents to be executed and delivered by the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of BorrowerLoan Parties; (f) payment A written opinion of the Facility Charge and reimbursement Borrower’s counsel, addressed to the Lenders in substantially the form of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts Exhibit E hereto or such other form as the Administrative Agent may be deducted from the initial Advancereasonably approve; (g) Landlord Consents A closing certificate, signed by an Authorized Officer of the Borrower, stating that on the initial Borrowing Date no Event of Default or Bailee AgreementsPotential Default has occurred and is continuing, there has been no Material Adverse Effect nor any current or pending litigation that may result in a Material Adverse Effect other than as applicablepreviously disclosed in writing to the Administrative Agent, for and that all representations and warranties of the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 Borrower are true and correct in all material respects as of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of Borrowing Date provided that such Advance, any Landlord Consents certificate is in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, fact true and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premisescorrect; (h) a Consent Letter from each Incumbent LenderThe most recent financial statements of the Borrower; (i) a Release Letter from each Incumbent Lender UCC financing statement, judgment, and tax lien searches with respect to the Financed Equipment purchased Borrower from the state of its organization and the state in which its principal place of business is located; (j) Written money transfer instructions, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested; (k) A pro forma Compliance Certificate in the form of Exhibit B, utilizing the modified covenants established herein and executed by the Vice President and General Counsel, the Borrower’s chief financial officer or chief executive officer; (l) Completion of Administrative Agent’s due diligence review of Borrower and Administrative Agent’s determination that (i) no Event of Default exists under the Original Agreement and (ii) no material adverse change in Borrower’s financial condition has occurred; (m) Evidence that all reasonable costs related to the initial Advance, including reasonable legal fees, have been or will be paid and that all upfront fees due to each of the Lenders under the terms of their respective commitment letters have been paid or will be paid out of the proceeds of the initial AdvanceAdvance hereunder; and (jn) such Completion of any other documentation the Administrative Agent or its counsel may have reasonably requested, the form and substance of which documents as Lender may shall be reasonably requestacceptable to the parties and their respective counsel.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder unless (a) the Borrower shall have delivered paid all fees then due and payable to Lender each of the followingLenders, and the Administrative Agent hereunder, and (b) the Borrower shall have furnished to the Administrative Agent, in form and substance satisfactory to Lender (the date on which each of Lenders and their counsel and with sufficient copies for the following shall have been so delivered is referred to herein as Lenders, the “Effective Date”):following: (ai) The duly executed originals of the Loan Documents Documents, including the Notes, payable to the order of each of the Lenders, and this Agreement; (ii) Certified copies of the articles of incorporation, limited partnership certificate, limited liability company agreement, declaration of trust or other organizational document of the Borrower with all other documents amendments and instruments reasonably required certified by Lender to effectuate the transactions contemplated hereby or to create appropriate governmental officer of the state of organization as of a recent date, and perfect the Liens of Lender with respect to all Collateraleach Subsidiary, in all cases in form Qualifying Investment Affiliate and substance reasonably acceptable Special Qualifying Investment Affiliate, a certificate of no change with regard to Lenderthe applicable aforementioned organizational documents and amendments (or copies of any amendments); (biii) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate Certificates of good standing for Borrower from its the Borrower, each Subsidiary and each Qualifying Investment Affiliate and Special Qualifying Affiliate certified by the appropriate governmental officer of the state of incorporation organization, and similar foreign qualification certificates from all for the Borrower, certified by the appropriate governmental officer, for each jurisdiction where an Unencumbered Asset is located and each other jurisdictions in which it does business and jurisdiction where the failure to so qualify or be qualified licensed (if required) would have a Material Adverse Effect; (eiv) Copies, certified by an officer of the Borrower, of its by-laws, partnership agreement, operating agreement or similar document, to the extent applicable together with all amendments thereto, and with respect to each Subsidiary, Qualifying Investment Affiliate and Special Qualifying Investment Affiliate, a certificate of no change with regard to the applicable aforementioned documents and amendments (or copies of any amendments); (v) An incumbency as to each certificate, executed by an officer of the Borrower, which shall identify by name and title and bear the signature of the Persons authorized to sign the Loan Documents and to make borrowings hereunder on behalf of the Borrower, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower; (vi) Copies, certified by the Secretary or Assistant Secretary, of the Borrower’s Board of Directors’ resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the Advances provided for herein and the execution, delivery and performance of the Loan Documents to be executed and delivered by the Borrower who hereunder; (vii) A written opinion of the Borrower’s counsel, addressed to the Lenders in form satisfactory to Administrative Agent; (viii) A certificate, signed by an officer of the Borrower, stating that on the Closing Date and on the initial Borrowing Date no Default or Unmatured Default has occurred and is authorized continuing and that all representations and warranties of the Borrower contained herein are true and correct as of the Closing Date and initial Borrowing Date as and to the extent set forth herein; (ix) The most recent financial statements of the Borrower and a certificate from an Authorized Officer of the Borrower that no change in the Borrower’s financial condition that would have a Material Adverse Effect has occurred since December 31, 2002; (x) UCC financing statement, judgment, and tax lien searches with respect to the Borrower, any Subsidiary, any Qualifying Investment Affiliate and any Special Qualifying Investment Affiliate from the States of Maryland and Illinois and other states where they own Unencumbered Assets, and the county in which Borrower maintains its principal place of business; (xi) Evidence of sufficient Unencumbered Assets (which evidence may include pay-off letters (together with evidence of payment or a direction of Borrower to use a portion of the proceeds of the Advances to repay such Indebtedness), mortgage releases and/or title policies) to assist the Administrative Agent in determining the Borrower’s compliance with the covenants set forth in Article VII herein; (xii) Written money transfer instructions, in substantially the form of Exhibit G hereto, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested; (xiii) Evidence that all parties whose consent is required for Borrower to execute the Loan Documents, the Warrant, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrowerhave provided such consents; (fxiv) payment Operating statements for each Property and other evidence of income and expenses to assist the Facility Charge and reimbursement of LenderAdministrative Agent in determining Borrower’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from compliance with the initial Advancecovenants set forth in Article VII herein; (gxv) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 A copy of the initial Advance may be standard lease form generally used for at the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premisesProperties; (hxvi) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to Evidence that the Financed Equipment purchased with the proceeds of the initial Advanceinsurance coverage required in Section 6.17 is in full force and effect; and (jxvii) such Such other documents as any Lender or its counsel may have reasonably requestrequested, the form and substance of which documents shall be acceptable to the parties and their respective counsel.

Initial Advance. Borrower shall have delivered At or prior to Lender each the time of the followinginitial Loans or other financial accommodation hereunder, in form and substance satisfactory to Lender (the date on which each of the following conditions precedent shall also have been so delivered is referred to herein as the “Effective Date”):satisfied: (a) the Agent shall have received the following for the account of the Lenders (each to be properly executed originals and completed) and the same shall have been approved as to form and substance by the Agent: (i) the Revolving Credit Notes, Acquisition Financing Notes, and the Supplemental Revolving Credit Notes; (ii) a Consent and Reaffirmation of Guaranty and Security Documents from each Restricted Subsidiary; (iii) an Amended and Restated Mortgage and Security Agreement with Assignment of Rents from The Extracorporeal Alliance, L.L.C. covering certain real property located in Bay County, Florida; (iv) copies (executed or certified as may be appropriate) of resolutions of the Board of Directors of the Company and of resolutions of the Board of Directors (or other governing body) of each Restricted Subsidiary, in each case authorizing the execution, delivery and performance of the Loan Documents to which it is a party and all other documents relating thereto; (v) an incumbency certificate containing the name, title and instruments reasonably genuine signature of the Company's Authorized Representatives and each authorized signatory of each Restricted Subsidiary; (vi) a good standing certificate (or its equivalent) for the Company and each Restricted Subsidiary, dated as of a date no earlier than 60 days prior to the date hereof, from the appropriate governmental offices in the state of its incorporation or organization and in each state in which it is qualified to do business as a foreign corporation or organization; (vii) articles of incorporation and by-laws for the Company and articles of incorporation and by-laws (or equivalent organizational documents) for each Restricted Subsidiary, in each case certified by such Person's corporate Secretary or other appropriate officer acceptable to the Agent; and (viii) evidence of the maintenance of insurance by the Company and each Restricted Subsidiary as required by Lender to effectuate the transactions contemplated hereby or to create and perfect by the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderCollateral Documents; (b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan UCC financing statements requested in connection with the Collateral Documents shall have been executed and other transactions evidenced by delivered to the Loan Documents; and (ii) the Warrant and transactions evidenced therebyAgent; (c) certified copies the Lenders shall have received a borrowing base certificate in substantially the form of Exhibit F setting forth the computation of the Certificate Borrowing Base at such time and a compliance certificate in substantially the form of Incorporation and Exhibit G setting forth the Bylaws, computation of the financial covenants as amended through the Closing Date, of Borrowersuch time; (d) a certificate all legal matters incident to the transactions contemplated hereby shall be acceptable to the Lenders and their counsel, and the Agent shall have received for the account of good standing for Borrower from the Lenders the favorable written opinion of counsel to the Company and its state Restricted Subsidiaries, in the form of incorporation Exhibit H hereto or in such other form as is acceptable to the Agent and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effectits counsel; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan DocumentsAgent shall have received for itself and for the Lenders the initial fees, the Warrantif any, and all other documents and instruments to be delivered pursuant to the Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of Borrowercalled for hereby; (f) payment each Lender shall have received such valuations and certifications as it may require in order to satisfy itself as to the value of the Facility Charge Collateral, the financial condition of the Company and reimbursement its Subsidiaries, and the lack of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from material contingent liabilities of the initial AdvanceCompany and its Subsidiaries; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 Lenders shall have received a certified copy of the initial Advance may be used for Indenture setting forth the purchase of International Based Financed Equipment without delivering to Lender, prior terms and conditions applicable to the disbursement of such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premisesSenior Subordinated Notes; (h) a Consent Letter from each Incumbent Lender;all loans outstanding under the Original Credit Agreement shall have been paid and satisfied in full out of the proceeds of the issuance of the Senior Subordinated Notes and, on the effective date of this Agreement, the outstanding principal balance of all Loans shall be zero; and (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with Agent shall have received for the proceeds account of the initial Advance; and (j) Lenders such other documents agreements, instruments, documents, certificates and opinions as Lender the Agent may reasonably request.

Initial Advance. The Lenders shall not be required to make the initial Advance hereunder, or issue the initial Facility Letter of Credit hereunder, unless and until (a) the Borrower shall, prior to or concurrently therewith, have paid all fees due and payable to the Lenders and the Administrative Agent hereunder, and (b) the Borrower shall have delivered furnished to Lender each of the Administrative Agent the following, in form and substance satisfactory to Lender (the date on which each of the following shall have been so delivered is referred to herein as the “Effective Date”):: (a) The duly executed originals of this Agreement (with sufficient originals thereof for each of the Lenders), the Notes payable to each of the Lenders, the Subsidiary Guaranty and any other additional Loan Documents and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to LenderDocuments; (b) (A) Certificates of good standing for each Loan Party from its state of organization, certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; appropriate governmental officer and dated not more than thirty (30) days prior to the Agreement Effective Date, and (iiB) foreign qualification certificates for each Loan Party certified by the Warrant appropriate governmental officer and transactions evidenced therebydated not more than thirty (30) days prior to the Agreement Effective Date, for each jurisdiction in which an Unencumbered Property owned by such Loan Party is located; (c) certified copies Copies of the Certificate formation documents (including code of Incorporation and regulations, if appropriate) of the BylawsLoan Parties, certified by an officer of the Borrower or such other Loan Party, as amended through the Closing Dateappropriate, of Borrowertogether with all amendments thereto; (d) a Incumbency certificates, executed by officers of the Loan Parties, which shall identify by name and title and bear the signature of the Persons authorized to sign this Agreement and the additional Loan Documents and to make borrowings hereunder on behalf of such parties, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions any change in which it does business and where writing by the failure to be qualified would have a Material Adverse Effectapplicable Loan Party; (e) Copies, certified by a certificate Secretary or an Assistant Secretary of incumbency as the applicable Loan Party, of the Board of Directors’ resolutions (and resolutions of other bodies, if any are reasonably deemed necessary by counsel for the Administrative Agent) authorizing the Advances provided for herein, with respect to each officer of Borrower who is authorized to execute the Loan Documents, the WarrantBorrower, and all other documents the execution, delivery and instruments performance of this Agreement and the additional Loan Documents to be executed and delivered pursuant to by the applicable Loan Documents and the Warrant on behalf of Borrower, including, without limitation, the chief financial officer of BorrowerParty; (fi) payment A customary written opinion of the Facility Charge Loan Parties’ special counsel, Proskauer Rose LLP, addressed to the Lenders and reimbursement in form reasonably satisfactory to the Administrative Agent, and (ii) a customary written opinion of Lender’s current expenses reimbursable pursuant the Loan Parties’ special Maryland counsel, ▇▇▇▇▇▇▇ LLP, addressed to this Agreement, which amounts may be deducted from the initial AdvanceLenders and in form reasonably satisfactory to the Administrative Agent; (g) Landlord Consents or Bailee AgreementsA certificate, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 signed by an Authorized Officer of the initial Advance may be used for Borrower, stating that on the purchase Agreement Effective Date no Default or Unmatured Default has occurred and is continuing, and there has been no change in the financial condition or business of International Based Financed Equipment without delivering to Lender, prior the Borrower and the Consolidated Group taken as a whole since the date of the most recent financial statements delivered to the disbursement of such Advance, any Landlord Consents in respect Administrative Agent which would reasonably be expected to have a Material Adverse Effect and that all representations and warranties of the premises Borrower are true and correct in the continental United States where such International Based Financed Equipment may be located temporarily, so long as all material respects (i) prior except to the disbursement of such Advance, one or more Bailee Agreements, extent that any representation and warranty that is qualified by materiality shall be true and correct in all respects) as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Agreement Effective Date (or, to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date, except to the extent that any subsequent Advance Date with respect to any International Based Financed Equipment not financed representation and warranty that is qualified by materiality shall be true and correct in all respects on the Effective Datesuch earlier date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent LenderThe most recent quarterly financial statements of the Borrower; (i) a Release Letter from each Incumbent Lender UCC financing statement searches with respect to the Financed Equipment purchased Borrower and each of the other Loan Parties from the state of its organization and with respect to each owner of an Initial Unencumbered Property from the state in which such Unencumbered Property is located; (j) Written money transfer instructions, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested; (k) A pro forma compliance certificate substantially in the form of Exhibit A, utilizing the covenants established herein and executed by the Borrower’s chief financial officer or chief accounting officer; (l) Evidence that all fees due to each of the Lenders with respect to this Agreement and all fees, costs, and expenses incurred by Arrangers in connection with the proceeds syndication of the initial AdvanceCommitments and this Agreement have been paid; (m) A subordination agreement executed by the Advisor substantially in the form attached hereto as Exhibit K and made a part hereof; (n) A Beneficial Ownership Certification, if required; (o) Intentionally Omitted; (p) The absence of any action, suit, investigation or proceeding, pending or, to the Borrower’s knowledge, threatened in writing, in any court or before any arbitrator or Governmental Authority that is reasonably likely to have a Material Adverse Effect on the Borrower and the Consolidated Group, taken as a whole, or that could reasonably be expected to have a Material Adverse Effect on any transaction contemplated hereby or on the ability of the Borrower or the Subsidiary Guarantors, taken as a whole, to perform their respective obligations under the Loan Documents; and (jq) such Such other documents as the Administrative Agent or its counsel may have reasonably requested prior to the Agreement Effective Date, the form and substance of which documents shall be reasonably acceptable to the parties and their respective counsel. For purposes of determining compliance with the conditions specified in this Section 4.1, each Lender may reasonably request.that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender upon delivery of its executed signature page to the Administrative Agent without conditions for release or, if a Lender

Initial Advance. Borrower shall have delivered The effectiveness of this Agreement, including Lender's obligation to Lender each of make the followinginitial Warehousing Advance, is subject to the satisfaction, in form and substance satisfactory to Lender (the date on which each sole discretion of Lender, of the following shall have been so delivered is referred to herein as the “Effective Date”):conditions precedent: (a) Lender must receive the following, all of which must be satisfactory in form and content to Lender, in its sole discretion: (1) The Warehousing Note, the Sublimit Note and this Agreement duly executed originals by Borrower. (2) Borrower's articles or certificate of incorporation, together with all amendments, as certified by the Secretary of State of Delaware, Borrower's bylaws, together with all amendments, certified by the corporate secretary or assistant secretary of Borrower, or a certificate of Borrower stating that there has been no change in either Borrower's articles or certificate of incorporation or bylaws since those delivered in connection with the Existing Agreement, and certificates of good standing dated within 30 days of the date of this Agreement, together with a certification from the Franchise Tax Board or other state tax authority stating that Borrower is in good standing with the Franchise Tax Board or such state tax authority, if applicable. (3) A resolution of the board of directors of Borrower authorizing the execution, delivery and performance of this Agreement and the other Loan Documents Documents, each Warehousing Advance Request and all other agreements, instruments or documents and instruments reasonably required to be delivered by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender;Borrower under this Agreement. (b4) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) A certificate as to the Loan incumbency and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby; (c) certified copies authenticity of the Certificate signatures of Incorporation the officers of Borrower executing this Agreement and the Bylaws, as amended through the Closing Date, of Borrower; (d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) a certificate of incumbency as to each officer of Borrower who is authorized to execute the Loan Documents, and of the Warrant, officers and employees of Borrower delivering each Warehousing Advance Request and all other agreements, instruments or documents and instruments to be delivered pursuant under this Agreement (Lender being entitled to rely on that certificate until a new incumbency certificate has been furnished to Lender). (5) Assumed Name Certificates dated within 30 days of the Loan Documents and date of this Agreement for any assumed name used by Borrower in the Warrant on behalf conduct of its business. (6) A favorable written opinion of counsel to Borrower, including, without limitation, the chief financial officer of Borrower; (f) payment addressed to Lender and dated as of the Facility Charge and reimbursement date of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; (g) Landlord Consents or Bailee Agreements, as applicable, for the premises where the Financed Equipment will, upon completion of transit, be located; provided, that up to $3,750,000 of the initial Advance may be used for the purchase of International Based Financed Equipment without delivering to Lender, prior to the disbursement of covering such Advance, any Landlord Consents in respect of the premises in the continental United States where such International Based Financed Equipment may be located temporarily, so long as (i) prior to the disbursement of such Advance, one or more Bailee Agreements, as applicable, are delivered in respect of the foreign premises where such International Based Financed Equipment will be located upon completion of transit, and (ii) within 90 days of the Effective Date (or any subsequent Advance Date with respect to any International Based Financed Equipment not financed on the Effective Date), such International Based Financed Equipment is relocated to such foreign premises; (h) a Consent Letter from each Incumbent Lender; (i) a Release Letter from each Incumbent Lender with respect to the Financed Equipment purchased with the proceeds of the initial Advance; and (j) such other documents matters as Lender may reasonably request. (7) Uniform Commercial Code, tax lien and judgment searches of the appropriate public records for Borrower that do not disclose the existence of any prior Lien on the Collateral other than in favor of Lender or as permitted under this Agreement. (8) Copies of Borrower's errors and omissions insurance policy or mortgage impairment insurance policy, and blanket bond coverage policy, or certificates in lieu of policies, showing compliance by Borrower as of the date of this Agreement with the provisions of Section 7.9. (9) Receipt by Lender of any fees due on the date of this Agreement. (b) If Borrower is indebted to any of its directors, officers, shareholders or Affiliates, as of the date of this Agreement, which indebtedness has a term of more than 1 year or is in excess of $25,000, the Person to whom Borrower is indebted must have executed a Subordination of Debt Agreement, on the form prescribed by Lender; and Lender must have received an executed copy of that Subordination of Debt Agreement, certified by the corporate secretary or assistant secretary of Borrower to be true and complete and in full force and effect as of the date of the Warehousing Advance.